As filed with the Securities and Exchange Commission on April 9, 2008
                                                     Registration No. 333-______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           TAMANDARE EXPLORATIONS INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                      1000
            (Primary Standard Industrial Classification Code Number)

                                   26-1434750
                        (IRS Employer Identification No.)

                                Seefeldstrasse 69
                             Zurich 8008 Switzerland
            Telephone & Facsimile (800)880-6416 & 011-41-44-274-28-28
   (Address and telephone number of registrant's principal executive offices)

                            Resident Agents of Nevada
                          711 S. Cason Street, Suite 4
                              Carson City, NV 89701
                            Telephone (775) 882-4641
                            Facsimile (775) 882-6818
            (Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer   [ ]                        Smaller reporting company [X]

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each                          Proposed       Proposed
  Class of                             Maximum         Maximum
 Securities                            Offering       Aggregate       Amount of
   to be           Amount to be       Price Per       Offering      Registration
 Registered         Registered         Share (2)      Price (3)        Fee (1)
- --------------------------------------------------------------------------------
Common Stock        2,500,000            $.02         $50,000           $1.97
================================================================================
(1)  Registration Fee has been paid via Fedwire.
(2)  This is the initial offering and no current trading market exists for our
     common stock. The price paid for the currently issued and outstanding
     common stock was valued at $0.005 per share.
(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

                                   PROSPECTUS

                           TAMANDARE EXPLORATIONS INC.
               2,500,000 SHARES OF COMMON STOCK AT $.02 PER SHARE

This is the initial offering of common stock of Tamandare Explorations Inc. and
no public market currently exists for the securities being offered. We are
offering for sale a total of 2,500,000 of common stock at a price of $0.02 per
share. The offering is being conducted on a self-underwritten, all-or-none
basis, which means our officer and director will attempt to sell the shares. We
intend to open a standard, non-interest bearing, bank account to be used only
for the deposit of funds received from the sale of the shares in this offering.
If all the shares are not sold and the total offering amount is not deposited by
the expiration date of the offering, the funds will be promptly returned to the
investors, without interest or deduction. The shares will be offered at a price
of $.02 per share for a period of one hundred and eighty (180) days from the
effective date of this prospectus, unless extended by our board of directors for
an additional 90 days. The offering will end on __________________.

Tamandare Explorations Inc. is an exploration stage company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Tamandare
Explorations which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 4.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL, ACCURATE, CURRENT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                    Offering          Total
                     Price          Amount of       Underwriting       Proceeds
                   Per Share        Offering        Commissions         To Us
                   ---------        --------        -----------         -----

Common Stock          $.02          $50,000             $0             $50,000

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

                  Subject to Completion, Dated _______________

                           TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

SUMMARY OF PROSPECTUS ....................................................   3
     General Information about Our Company ...............................   3
     The Offering ........................................................   3
RISK FACTORS .............................................................   4
     Risks Associated With Our Company ...................................   4
     Risks Associated With This Offering .................................   6
USE OF PROCEEDS ..........................................................   8
DETERMINATION OF OFFERING PRICE ..........................................   8
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES ............................   8
PLAN OF DISTRIBUTION .....................................................  10
     Offering will be Sold by Our Officer and Director ...................  10
     Terms of the Offering ...............................................  10
     Deposit of Offering Proceeds ........................................  11
     Procedures for and Requirements for Subscribing .....................  11
DESCRIPTION OF SECURITIES ................................................  11
INTEREST OF NAMED EXPERTS AND COUNSEL ....................................  12
DESCRIPTION OF OUR BUSINESS ..............................................  12
     Glossary ............................................................  13
     General Information .................................................  14
     Acquisition of Mineral Claim ........................................  15
     Location, Access and Climate ........................................  15
     History .............................................................  18
     Geological Setting ..................................................  18
     Competition .........................................................  22
     Compliance with Government Regulations ..............................  22
     Patents and Trademarks ..............................................  23
     Need for Any government Approval of Principal Products ..............  23
     Research and Development Activities .................................  23
     Employees and Employment Agreements .................................  23
DESCRIPTION OF PROPERTY ..................................................  24
LEGAL PROCEEDINGS ........................................................  24
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .................  24
FINANCIAL STATEMENTS .....................................................  26
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ................  26
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON .................  30
EXECUTIVE COMPENSATION ...................................................  32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT ............  34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...........................  34
INDEMNIFICATION...........................................................  35

                                       2

                                     SUMMARY

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 prospectus. In this prospectus, 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 intend to use the net proceeds from this offering to
develop our business operations. (See "Business of the Company" and "Use of
Proceeds".) We are an exploration stage company with no revenues or operating
history. The principal executive offices are located at Seefeldstrasse 69 Zurich
8008 Switzerland. The telephone number is (800)880-6416 or 011-41-44-274-28-28.

We received our initial funding of $15,000 through the sale of common stock to a
former officer who purchased 3,000,000 shares of our common stock at $0.005 per
share in November, 2007. These shares were sold, in a private transaction to our
current officer on February 15, 2008. From inception until the date of this
filing we have had limited operating activities. Our financial statements from
inception (November 16, 2007) through the year ended December 31, 2007 report no
revenues and a net loss of $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.

Our mineral claims have been staked and we hired a professional mining engineer
to prepare a geological report. We have not yet commenced any exploration
activities on the claims. 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 no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.

OFFERING

Securities Being Offered     2,500,000 shares of common stock.

Price per Share              $0.02

Offering Period              The shares are offered for a period not to exceed
                             180 days, unless extended by our board of directors
                             for an additional 90 days.

Net Proceeds                 $50,000

Securities Issued
and Outstanding              3,000,000 shares of common stock were issued and
                             outstanding as of the date of this prospectus.

Registration costs           We estimate our total offering registration costs
                             to be $6,300.

                                       3

                                  RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.

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 you could lose your
investment.

BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.

The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property does not contain any reserves. As such,
any funds spent on exploration will probably be lost which will result in a loss
of your investment.

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 WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.

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. As a result we may
have to suspend or cease activities which will result in the loss of your
investment.

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 $957 from inception to December 31, 2007. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:

                                       4

     *    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 our 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 WE WILL HAVE TO SPEND ADDITIONAL FUNDS TO DETERMINE IF WE HAVE A
RESERVE, IF WE CAN'T RAISE THE MONEY WE WILL HAVE TO CEASE OPERATIONS AND YOU
COULD LOSE YOUR INVESTMENT.

Even if we complete our current exploration program and it is successful in
identifying a mineral deposit, we will have to spend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit, a reserve.

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 WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.

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 and you will lose
your investment.

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. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials after this offering is complete. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.

                                       5

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. As a result, exploration of the property may be
periodically interrupted or suspended.

RISKS ASSOCIATED WITH THIS OFFERING:

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.

There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. He will offer the
shares to friends, relatives, acquaintances and business associates, however;
there is no guarantee that he will be able to sell any of the shares. Unless he
is successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plans.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.

Our existing stockholder acquired his shares at a cost of $.005 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Upon completion of this offering the net tangible
book value of the shares held by our existing stockholder (3,000,000 shares)

                                       6

will be increased by $.003 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.02 per share) of $.012 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.008 per share, reflecting an immediate reduction in the $.02
price per share they paid for their shares.

WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.

All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. In the event all shares are not sold we have committed to
promptly return all funds to the original purchasers. However since the funds
will not be placed into an escrow, trust or other similar account, there can be
no guarantee that any third party creditor who may obtain a judgment or lien
against us would not satisfy the judgment or lien by executing on the bank
account where the offering proceeds are being held, resulting in a loss of any
investment you make in our securities.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated costs of this
registration statement ($6,300) to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the offering and
apply to have the shares quoted on the NASD's Over the Counter Bulletin Board
(OTCBB). To be eligible for quotation, issuers must remain current in their
filings with the Securities and Exchange Commission. In order for us to remain
in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 54% OF
THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the amount of Mr. Gebert's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock.

                                       7

                                 USE OF PROCEEDS

Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $50,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:

               Total Proceeds to the Company              $50,000

               Phase One Exploration Program                8,500
               Phase Two Exploration Program                9,500
               Phase Three Exploration Program             25,000
               Administration and Office Expense            1,500
               Legal and Accounting                         3,000
               Working Capital                              2,500
                                                          -------

               Total Use of Net Proceeds                  $50,000
                                                          =======

We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If it becomes necessary our director has verbally
agreed to loan the company funds to complete the registration process, but we
will require full funding to implement our complete business plan.

                         DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

                                    DILUTION

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.

As of December 31, 2007, the net tangible book value of our shares was $14,043
or $0.005 per share, based upon 3,000,000 shares outstanding.

                                       8

Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$50,000, the net tangible book value of the 5,500,000 shares to be outstanding
will be $64,043, or approximately $.008 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (3,000,000 shares)
will be increased by $.003 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.02 per share) of $.012 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.008 per share, reflecting an immediate reduction in the $.02
price per share they paid for their shares.

After completion of the offering, the existing shareholder will own 54% of the
total number of shares then outstanding, for which he will have made an
investment of $15,000, or $.005 per share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 46% of the total number of
shares then outstanding, for which they will have made a cash investment of
$50,000, or $.02 per Share.

The following table illustrates the per share dilution to the new investors:

     Public Offering Price per Share                      $ .02
     Net Tangible Book Value Prior to this Offering       $ .005
     Net Tangible Book Value After Offering               $ .008
     Immediate Dilution per Share to New Investors        $ .012

The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:

                                       Total
                         Price       Number of      Percent of    Consideration
                       Per Share    Shares Held      Ownership        Paid
                       ---------    -----------      ---------        ----
     Existing
     Stockholder         $ .005      3,000,000          54%         $15,000

     Investors in
     This Offering       $ .02       2,500,000          46%         $50,000

                                       9

                              PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR

This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Roger Gebert, our officer
and director, will sell the shares and intends to offer them to friends, family
members and business acquaintances. In offering the securities on our behalf, he
will rely on the safe harbor from broker dealer registration set out in Rule
3a4-1 under the Securities Exchange Act of 1934.

Our officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.

     a.   Our officer and director is not subject to a statutory
          disqualification, as that term is defined in Section 3(a)(39) of the
          Act, at the time of his participation; and,

     b.   Our officer and director will not be compensated in connection with
          his participation by the payment of commissions or other remuneration
          based either directly or indirectly on transactions in securities; and

     c.   Our officer and director is not, nor will he be at the time of his
          participation in the offering, an associated person of a
          broker-dealer; and

     d.   Our officer and director meets the conditions of paragraph (a)(4)(ii)
          of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs,
          or is intended primarily to perform at the end of the offering,
          substantial duties for or on behalf of our company, other than in
          connection with transactions in securities; and (B) is not a broker or
          dealer, or been an associated person of a broker or dealer, within the
          preceding twelve months; and (C) has not participated in selling and
          offering securities for any Issuer more than once every twelve months
          other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officer, director, control person and affiliates do not intend to purchase
any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $.02 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.

                                       10

This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.

DEPOSIT OF OFFERING PROCEEDS

This is an "all or none" offering and, as such, we will not be able to spend any
of the proceeds unless all the shares are sold and all proceeds are received. We
intend to hold all funds collected from subscriptions in a separate bank account
until the total amount of $50,000 has been received. At that time, the funds
will be transferred to our business account for use in the implementation of our
business plan. In the event the offering is not sold out prior to the Expiration
Date, all money will be promptly returned to the investors, without interest or
deduction. We determined the use of the standard bank account was the most
efficient use of our current limited funds. Please see the risk factor section
to read the related risk to you as a purchaser of any shares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check, bank
draft or cashier's check payable to the company. Subscriptions, once received by
the company, are irrevocable. All checks for subscriptions should be made
payable to Tamandare Explorations Inc.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, Bylaws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.

NON-CUMULATIVE VOTING

The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining

                                       11

shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 54% of the outstanding
shares. (See "Principal Stockholders".)

CASH DIVIDENDS

As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.

Our financial statements for the period from inception to the year ended
December 31, 2007, included in this prospectus, have been audited by Malone &
Bailey, CPA. We include the financial statements in reliance on their reports,
given upon their authority as experts in accounting and auditing.

The Law Office of Gary Blum, has passed upon the validity of the shares being
offered and certain other legal matters and is representing us in connection
with this offering.

James W. McLeod, Professional Geologist, has provided us with the geology report
on which the exploration program contained herein is based.

                             DESCRIPTION OF BUSINESS

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report.

There is the likelihood of our mineral claims containing little or no economic
mineralization or reserves of silver and other minerals. The Que 1-4 Mineral
Claims, consisting of four contiguous, located, lode mineral claims comprising a
total of 82.64 acres, are the only claims currently in the company's portfolio.
If our claims do not contain any reserves all 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 on further drilling and engineering studies before we will
know if we have a commercially viable mineral deposit or reserve.

                                       12

GLOSSARY

     Aeromagnetic survey - a magnetic survey conducted from the air normally
     using a helicopter or fixed-wing aircraft to carry the detection instrument
     and the recorder.

     Alluvial - unconsolidated sediments that are carried and hence deposited by
     a stream or river. In the southwest USA most in filled valleys often
     between mountain ranges were deposited with alluvium.

     Andesitic to basaltic composition - a range of rock descriptions using the
     chemical make-up or mineral norms of the same.

     Aphanitic - fine grained crystalline texture.

     Blind-basin - a basin practically closed off by enveloping rock exposures
     making the central portion of unconsolidated alluvial basin isolated.

     Colluvium - loose, unconsolidated material usually derived by gravitational
     means, such as falling from a cliff or scarp-face and often due to a sort
     of benign erosion such as heating and cooling in a desert environment.

     Desert wash - out-wash in dry (desert) or arid areas of colluvium or
     alluvial material accumulated on the sides of valleys or basin channels by
     often irregular and violent water flow, i.e. flash floods.

     Elongate basin - a longer than wide depression that could be favorable to
     in-filling by material from adjacent eroding mountains.

     Formation - the fundamental unit of similar rock assemblages used in
     stratigraphy.

     Intermontane belt - between mountains (ranges), a usually longer than wide
     depression occurring between enclosing mountain ranges that supply the
     erosional material to infill the basin.

     Lode mineral claim (Nevada) - with a maximum area contained within 1500'
     long by 600' wide = 20.66 acres.

     Nuees Ardante or Ladu - an extremely hot, gaseous, somewhat horizontally
     ejected lava, often from near the summit that accentuates the downward flow
     or "glowing avalanche" because of its mobility.

     Overburden or Drift Cover - any loose material which overlies bedrock.

     Plagioclase feldspar - a specific range of chemical composition of common
     or abundant rock forming silicate minerals.

                                       13

     Playa - the lowest part of an intermontane basin which is frequently
     flooded by run-off from the adjacent highlands or by local rainfall.

     Plutonic, igneous or intrusive rock - usually a medium to coarser grain
     sized crystalline rock that generally is derived from a sub-surface magma
     and then consolidated, such as in dykes, plugs, stocks or batholiths, from
     smallest to largest.

     Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a
     specific rock-forming mineral, i.e. augite occurring within a matrix of
     finer grained rock-forming minerals.

     Quarternary - the youngest period of the Cenozoic era.

     Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow.

     Syenite - Coarse grained, alkalic, low in quartz intrusive rock.

     Trachyte - fine grained or glassy equivalent of a syenite.

     Volcaniclastic - Angular to rounded particles of a wide range of size
     within (a welded) finer grain-sized matrix of volcanic origin.

GENERAL INFORMATION

The property on which the net proceeds of the offering will be spent, are 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, 2008.

The Que 1-4 property lies in the west central area of the State of Nevada
southwest of the Town of Tonopah and is accessible from Highway 95 by traveling
south of the Town for 22 miles to the Silver Peak cut-off that is taken to the
west for 27 miles to the Paymaster Canyon cut-off that is taken to the north for
5 miles to the property. The area experiences about 4" - 8" of precipitation
annually of which about 20% may occur as a snow equivalent. The claim area
ranges in elevation from 4,450' - 4,620' mean sea level. The physiography of the
Que property is low sloping terrain to the west and the east within the
confinement of the south end of the Paymaster Canyon. Much of this general area
with many broad open valleys and spiny mountain ridges hosts sagebrush and other
desert plants on the low hill slopes.

We have not carried out any exploration work on the claims and have incurred no
exploration costs. The future cost of exploration work on the property is
disclosed in detail in the Plan of Operation section of this prospectus.

                                       14

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.

A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Detailed
prospecting, mapping and reconnaissance MMI soil geochemical surveys of the
claim area is recommended.

The cost of the proposed program is $8,500 for the initial phase of exploration
work, $9,500 for the contingent second phase and $25,000 for the third phase. We
plan to commence Phase 1 of the exploration program in the summer of 2008 if we
are able to raise the necessary funds from this offering.

The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. Because we
have not commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,
as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding to proceed with any subsequent work on the claims if
mineralization is found.

ACQUISITION OF THE MINERAL CLAIMS

The Que 1-4 Mineral Claims were staked under the supervision of James McLeod,
the consulting geologist, and are recorded in the name of the company. The
claims are in good standing to September 1, 2008.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

The title for the claims is in good standing until September 2008. During the
first week in August 2008 a filing is to be made by the Company to the County
and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Que 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.

                                       15

The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent this amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,
middle 60's to 70's F(degree) average with high spells of 100+F(degree) while
the winters are generally more severe than the dry belt to the west and can last
from December through February. Temperatures experienced during mid-winter
average, for the month of January, from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).

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.

Infrastructure such as highways and secondary roads, communications,
accommodations and supplies that are essential to carrying-out an exploration
and development program are at hand, between Tonopah, Goldfield and Las Vegas.

                                       16





                        [MAP SHOWING THE CLAIM LOCATION]




                                       17

HISTORY

The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation. The Tonopah District while mainly in Nye County is
on the edge of nearly all of the gold-silver camps of Esmeralda County, if not
strictly in location then certainly as a headquarters and supply depot for the
general area. The Tonopah Camp produced mainly silver with some gold from quartz
veins in Tertiary volcanic rocks. The period 1900-1921 saw the Camp produce from
6.4 million tons of ore, 138 million ounces of silver and 1.5 million ounces of
gold or an average of 22 oz/ton silver and slightly less than 1/4 oz/ton gold,
very rich ore by current standards.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geology of Nevada is depicted as being underlain by all types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. The oldest units are found to occur in the southeast
corner of the State along the Colorado River. The bedrock units exhibit a
north-south fabric of alternating east-west ranges and valleys. This feature may
suggest E-W compression that may have expression as low angle thrust faults on
the west and east walls of Paymaster Canyon (see Figure 3a). Faulting plays a
large part in many areas of Nevada and an even larger part in the emplacement of
mineral occurrences and ore bodies.

LOCAL GEOLOGY

The local geology about the Paymaster Canyon which lies approximately 18
airmiles to the southwest of Tonopah, NV reveals a N-S trending, elongate or
elliptical blind-basin bounded, i.e. closed off around much of its perimeter by
rock exposures.

Throughout this outcropping ring-shaped feature are abundant, scattered rock
exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain
sized sediments, as quartzite, siltstone, claystone and more abundant limestone.
Some transitional metamorphic rocks are interlayered.

Jurassic and more abundant Tertiary age intrusive rocks dominate the northern
end of the canyon ring while older Lower Paleozoic sedimentary and lesser
metamorphic equivalents are more abundant in the southern part of the Paymaster
basin.

                                       18

Thrust faulting is abundant within the periphery rock exposures at the north-end
of the Paymaster Canyon with younger Ordovician limestone and shale units lying
on the older Lower Cambrian sedimentary rock units. The oldest meta-sedimentary
units can be overlain by granitic rocks of Jurassic age or Tertiary age volcanic
rock of andesite to rhyolite composition.

The outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared bedrock could be sought after in those areas.

PROPERTY GEOLOGY

The geology of the Que property area may be described as being underlain by
Precambrian - Lower Cambrian sediments and their metamorphic equivalents and
partially covered by Quaternary and/or desert wash, collovium, alluvium and
playa deposits. This young covered basin within a larger surrounding area of
rock exposure and known mineral occurrences exhibits a good geological setting
and an excellent target area in which to conduct mineral exploration.

PROPERTY MINERALIZATION

The deposit types that are found occurring in the regional area and the more
localized areas vary considerably. Silver and gold quartz veins predominate at
Tonopah. Some of the most productive veins represent the silicification and
replacement of sheeted zones of trachyte that was originally marked by close-set
parallel fractures, but not faulting. The two hosts of mineralized quartz veins
are 1) older pre-Tertiary volcanic rocks, i.e. Silver Peak (Mineral Ridge area),
Weepah and Hornsilver or 2) Tertiary rhyolite host rocks that occur at Tonopah
and other younger volcanic rocks, i.e. Goldfield and Divide. Base metal deposits
are more commonly of interest now than in the past and many prospects occur in
the general area. The industrial mineral barite that is observed to occur either
in vein or bedded types has been recognized in the general area.

                                       19





                   [MAPSHOWING THE CLAIM LOCATION IN NEVADA]




                                       20





                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       21

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we 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.

We will be 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. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. 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

Our 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.

                                       22

The regulatory bodies that directly regulate our 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.

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, Roger Gebert. Mr. Gebert currently
devotes 4 hours per week to company matters and after receiving funding 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-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB 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.

                                       23

                             DESCRIPTION OF PROPERTY

We do not currently own any property. Our offices are located at Seefeldstrasse
69, Zurich 8008 Switzerland, for which we pay $250 per month. The telephone
numbers are (800)880-6416 or 011-41-44-274-28-28. The facilities include
answering services, fax services, secretarial services, reception area and
shared office and boardroom meeting facilities which are all available on a pay
per use basis. 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.

                                LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). 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. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Tamandare Explorations with any market
maker regarding participation in a future trading market for our securities.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Tamandare Explorations had
one shareholder of record. We have paid no cash dividends and have no
outstanding options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

                                       24

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

                                       25

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REGULATION M

Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M, promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.

REPORTS

We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

                              FINANCIAL STATEMENTS

The financial statements of Tamandare Explorations Inc. for the year ended
December 31, 2007, and related notes, included in this prospectus have been
audited by Malone & Bailey, CPA, and have been so included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.

                                PLAN OF OPERATION

Our current cash balance is $14,043. We believe our cash balance is sufficient
to cover the expenses we will incur during the next twelve months in a limited
operations scenario or until we raise the funding from this offering. If we
experience a shortage of funds prior to funding we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this offering. We are an exploration stage company and have generated no
revenue to date. We have sold $15,000 in equity securities to pay for our
minimum level of operations.

                                       26

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver and
other minerals. There is the possibility that our claims do 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. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.

Our plan of operation for the twelve months following the date of this
prospectus is to complete the three phases of the exploration program. In
addition to the $43,000 we anticipate spending for the exploration program as
outlined below, we anticipate spending an additional $21,000 on professional
fees, including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $64,000, which is the amount to be raised in this offering and our
cash on hand. We will require the funds from this offering to proceed.

The following work program has been recommended by the consulting geologist who
prepared the geology report.

PHASE 1

Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive             $ 8,500

PHASE 2

Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost is
transportation, accommodation, board, grid installation,
two geophysical surveys, maps and report                           9,500

PHASE 3

Induced polarization survey over grid controlled
anomalous area of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and
sampling of bedrock anomalies. Includes assays,
detailed maps and reports                                         25,000
                                                                 -------

                                         Total                   $43,000
                                                                 =======

                                       27

Each phase following phase 1 is contingent upon favorable results from the
previous phase.

If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claims in the summer of 2008. We
expect this phase to take 14 days to complete and an additional two months for
the consulting geologist to receive the results from the assay lab and prepare
his report.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.

Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $9,500 and will take
approximately 14 days to complete and an additional two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $25,000 and will take approximately 25 days to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

We anticipate commencing the second phase of our exploration program in fall
2008 and phase 3 in spring 2009. We have a verbal agreement with James McLeod,
the consulting geologist who prepared the geology report on our claims, to
retain his services for our planned exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.

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.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.

                                       28

To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for our
exploration program. We believe that the funds from this offering will allow us
to operate for one year.

LIQUIDITY AND CAPITAL RESOURCES

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. If the first phase of our
exploration program is successful in identifying mineral deposits we will
proceed with phases two and three and any subsequent drilling and extraction.
The sources of funding we may consider to fund this work include a second public
offering, a private placement of our securities or loans from our directors or
others.

Our director has agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the second
phase of our exploration program and there are no remaining funds in the
company. While he has agreed to advance the funds, the agreement is verbal and
is unenforceable as a matter of law.

The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Que 1-4 Mineral Claims, comprised of a total of
82.64 acres. We have not carried out any exploration work on the claims and have
incurred no exploration costs.

We received our initial funding of $15,000 through the sale of common stock to a
former officer and director, who purchased 3,000,000 shares of our common stock
at $0.005 per share in November, 2007. The shares were sold to Roger Gebert, our
current officer and director, in February 2008. From inception until the date of
this filing we have had no operating activities. Our financial statements from
inception (November 16, 2007) through the year ended December 31, 2007 report no
revenues and a net loss of $957.

CRITICAL ACCOUNTING POLICIES

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

                                       29

number of common shares outstanding plus potential dilutive securities. For the
period ended December 31, 2007, 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,
2007, 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.

Financial Instruments. Financial instruments, which include cash, accrued
liabilities and due to related parties were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.

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.

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.

      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

            DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON

The officer and director of Tamandare Explorations, whose one year terms will
expire 1/31/09, or at such a time as their successor(s) shall be elected and
qualified are as follows:

                                       30

Name & Address         Age      Position      Date First Elected    Term Expires
- --------------         ---      --------      ------------------    ------------

Roger Gebert           32       President,         2/15/08             1/31/09
Seefeldstrasse 69               Secretary,
Zurich 8008                     Treasurer,
Switzerland                     CFO, CEO &
                                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.

Roger Gebert 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

ROGER GEBERT has been the President, Secretary, Treasurer and a Director of
Tamandare Explorations Inc. since February 15, 2008.

Since December 2007 Roger has been self-employed and provides services to T2MCI
Ltd., a subsidiary of T2MCI AG, to international clients and various financial
institutions in Zurich.

In April 2004 Roger was one of the founders of `meinecom' AG in Duebendorf. The
company provided telecommunication services in Switzerland and Roger was leading
and coordinating the individual teams. In February 2005 the brand `meinecom' was
acquired by T2MConnect International AG from Sachseln. Roger was subsequently
employed by T2MCI. T2MCI's strategy was to specialize in providing integrated
telecommunications solutions such as satellite communications and consulting

                                       31

services to internationally operative exploration companies in the natural
resources sector.

Roger worked for Philips Medical Systems in Zurich from June 2003 to March 2004
after working for MCI WorldCom from 1999 - 2003. At Philips, Roger was
responsible for Project Management, optimizing processes, delivery systems and
supply chain logistics.

Roger attended a 3-year course in Economics from 1994 to 1996 at the federal
School of Baden where he received a Bachelor's Degree in Commerce.

                             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
- ------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
                                                                                 
Roger Gebert,   2008     0          0           0           0          0             0            0          0
President,
CFO & CEO

Bruno Mosiman,  2007     0          0           0           0          0             0            0          0
Former CEO &
CFO


                                       32

                  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
- ----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
                                                                                           
Roger         0               0              0           0           0           0            0           0            0
Gebert,
CEO & CFO

Bruno         0               0              0           0           0           0            0           0            0
Mosiman,
Former CEO
& CFO


                              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
    ----           ----      ------     ------     ------------      --------      ------------     -----
                                                                              
Roger Gebert         0          0          0             0               0               0             0
Sole Director

Bruno Mosiman,       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 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 our current officer and director.

                                       33

Mr. Gebert 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.

         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 prospectus:

                                No. of        No. of
                                Shares        Shares     Percentage of Ownership
Name and Address                Before        After         Before       After
Beneficial Owner (1)           Offering      Offering      Offering    Offering
- ----------------               --------      --------      --------    --------

Roger Gebert                  3,000,000     3,000,000        100%         54%
Seefeldstrasse 69
Zurich 8008
Switzerland

All Officers and
 Directors as a Group         3,000,000     3,000,000        100%         54%

- ----------
(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.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Gebert will not be paid for any underwriting services that he performs on
our behalf with respect to this offering. He will also not receive any interest
on any funds that he may advance to us for expenses incurred prior to the
offering being closed. Any funds loaned will be repaid from the proceeds of the
offering.

In November, 2007, a total of 3,000,000 shares of Common Stock were issued to
our former officer and director in exchange for $15,000 US, or $.005 per share.
The shares were transferred to Mr. Gebert 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".)

                                       34

                                 INDEMNIFICATION

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

                                       35

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Tamandare Explorations Inc.
Carson City, Nevada
(An Exploration Stage Company)

We have audited the accompanying  balance sheet of Tamandare  Explorations  Inc.
(an exploration stage company) as of December 31, 2007 and the related statement
of expenses,  stockholders' equity, and cash flows for the period from inception
(November 16, 2007) through  December 31, 2007.  These financial  statements are
the responsibility of Tamandare's  management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted  our audit 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. Tamandare 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  Tamandare'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 audit  provides 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. for
the period described in conformity with accounting principles generally accepted
in the United States of America. The accompanying financial statements have been
prepared assuming that Tamandare will continue as a going concern.  As discussed
in  Note  2  to  the  financial  statements,   Tamandare  suffered  losses  from
operations,  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/ Malone & Bailey, P.C.
- -----------------------------------
Malone & Bailey, P.C.
www.malone-bailey.com
Houston, TX
March 19, 2008

                                      F-1

                           TAMANDARE EXPLORATIONS INC.
                         (An Exploration Stage Company)
                                  Balance Sheet
- --------------------------------------------------------------------------------

                                                                    December 31,
                                                                       2007
                                                                     --------
                                     ASSETS

CURRENT ASSETS
  Cash                                                               $ 14,043
                                                                     --------

TOTAL ASSETS                                                         $ 14,043
                                                                     ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                   $     --

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value, 75,000,000 shares
   authorized; 3,000,000 shares issued and outstanding                  3,000
  Additional paid-in capital                                           12,000
  Deficit accumulated during exploration stage                           (957)
                                                                     --------
TOTAL STOCKHOLDERS' EQUITY                                             14,043
                                                                     --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                       $ 14,043
                                                                     ========


                       See Notes to Financial Statements

                                      F-2

                           TAMANDARE EXPLORATIONS INC.
                         (An Exploration Stage Company)
                              Statement of Expenses
- --------------------------------------------------------------------------------

                                                              November 16, 2007
                                                                 (inception)
                                                                   through
                                                                 December 31,
                                                                    2007
                                                                 ----------

GENERAL & ADMINISTRATIVE EXPENSES                                $      957
                                                                 ----------

NET LOSS                                                         $     (957)
                                                                 ==========

BASIC AND DILUTED NET LOSS PER SHARE                             $    (0.00)
                                                                 ==========

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                        1,369,565
                                                                 ==========


                       See Notes to Financial Statements

                                      F-3

                           TAMANDARE EXPLORATIONS INC.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
          From November 16, 2007 (Inception) through December 31, 2007
- --------------------------------------------------------------------------------



                                                                                          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
                                             ==========      =======      ========        ======      ========


n

                       See Notes to Financial Statements

                                      F-4

                           TAMANDARE EXPLORATIONS INC.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
- --------------------------------------------------------------------------------

                                                               November 16, 2007
                                                                 (inception)
                                                                   through
                                                                 December 31,
                                                                    2007
                                                                  --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $   (957)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
  Changes in operating assets and liabilities:
     Increase (decrease) in Accounts Payable                            --
                                                                  --------
       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (957)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of Common Stock                                          15,000
                                                                  --------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          15,000
                                                                  --------

NET INCREASE IN CASH                                                14,043

CASH AT BEGINNING OF PERIOD                                             --
                                                                  --------

CASH AT END OF YEAR                                               $ 14,043
                                                                  ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                        $     --

  Income Taxes                                                    $     --



                       See Notes to Financial Statements

                                      F-5

                           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 Statement of Financial
Accounting  Standard  No.7  "ACCOUNTING  AND  REPORTING  FOR  DEVELOPMENT  STAGE
ENTERPRISES."  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 ended December 31, 2007,  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,
2007, 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.

                                      F-6

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,
2007,  Tamandare has accumulated  losses of $957 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 2007, 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 $957 at December 31, 2007, and will expire in 2027.

At December 31, 2007, deferred tax assets consisted of the following:

     Deferred Tax Asset              $   325
     Valuation Allowance                (325)
                                     -------
     Net Deferred Tax Asset          $    --
                                     =======

NOTE 4. COMMON STOCK

From  inception  (November 16, 2007) through  December 31, 2007,  Tamandare sold
3,000,000  shares of its common  stock to its  director at $0.005 per share,  or
$15,000 cash.

                                      F-7





                      DEALER PROSPECTUS DELIVERY OBLIGATION

"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."





                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

     Securities and Exchange Commission registration fee             $    3
     Accounting fees and expenses                                    $2,500
     Legal fees                                                      $1,500
     Preparation and EDGAR conversion fees                           $1,200
     Transfer Agent fees                                             $  750
     Printing                                                        $  347
                                                                     ------
     Total                                                           $6,300
                                                                     ======

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Tamandare's By-Laws allow for the indemnification of the officers and directors
in regard to their carrying out the duties of their offices. The board of
directors will make determination regarding the indemnification of the director,
officer or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:

"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.

                                      II-1

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

     a.   By the stockholders;

     b.   By the board of directors by majority vote of a quorum consisting of
          directors who were not parties to the act, suit or proceeding;

     c.   If a majority vote of a quorum consisting of directors who were not
          parties to the act, suit or proceeding so orders, by independent legal
          counsel, in a written opinion; or

     d.   If a quorum consisting of directors who were not parties to the act,
          suit or proceeding cannot be obtained, by independent legal counsel in
          a written opinion.

5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately

                                      II-2

determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     a.   Does not include any other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          certificate or articles of incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while
          holding his office, except that indemnification, unless ordered by a
          court pursuant to section 2 or for the advancement of expenses made
          pursuant to section 5, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or
          omission involved intentional misconduct, fraud or a knowing violation
          of the law and was material to the cause of action.

     b.   Continues for a person who has ceased to be a director, officer,
          employee or agent and inures to the benefit of the heirs, executors
          and administrators of such a person.

     c.   The Articles of Incorporation provides that "the Corporation shall
          indemnify its officers, directors, employees and agents to the fullest
          extent permitted by the General Corporation Law of Nevada, as amended
          from time to time."

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Tamandare Explorations Inc., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

In November, 2007, a total of 3,000,000 shares of common stock were issued in
exchange for $15,000 US, or $.005 per share. These securities were issued to the
officer and director of the company.

                                      II-3

                                    EXHIBITS

     Exhibit 3.1       Articles of Incorporation
     Exhibit 3.2       Bylaws
     Exhibit 5.1       Opinion re: Legality
     Exhibit 23.1      Consent of counsel (See Exhibit 5.1)
     Exhibit 23.2      Consent of independent auditor
     Exhibit 23.3      Consent of geologist (See Section 19.0, subsection 11.0,
                        of Exhibit 99.2)
     Exhibit 99.1      Subscription Agreement
     Exhibit 99.2      Geology Report

                                  UNDERTAKINGS

a.   The undersigned registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          i.   To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;
          ii.  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.
          iii. To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     4.   That, for the purpose of determining liability under the Securities
          Act of 1933 to any purchaser:

                                      II-4

          i.   If the registrant is relying on Rule 430B (230.430B of this
               chapter):

               A.   Each prospectus filed by the registrant pursuant to Rule
                    424(b)(3)shall be deemed to be part of the registration
                    statement as of the date the filed prospectus was deemed
                    part of and included in the registration statement; and

               B.   Each prospectus required to be filed pursuant to Rule
                    424(b)(2), (b)(5), or (b)(7) as part of a registration
                    statement in reliance on Rule 430B relating to an offering
                    made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
                    purpose of providing the information required by section
                    10(a) of the Securities Act of 1933 shall be deemed to be
                    part of and included in the registration statement as of the
                    earlier of the date such form of prospectus is first used
                    after effectiveness or the date of the first contract of
                    sale of securities in the offering described in the
                    prospectus. As provided in Rule 430B, for liability purposes
                    of the issuer and any person that is at that date an
                    underwriter, such date shall be deemed to be a new effective
                    date of the registration statement relating to the
                    securities in the registration statement to which that
                    prospectus relates, and the offering of such securities at
                    that time shall be deemed to be the initial bona fide
                    offering thereof. Provided, however, that no statement made
                    in a registration statement or prospectus that is part of
                    the registration statement or made in a document
                    incorporated or deemed incorporated by reference into the
                    registration statement or prospectus that is part of the
                    registration statement will, as to a purchaser with a time
                    of contract of sale prior to such effective date, supersede
                    or modify any statement that was made in the registration
                    statement or prospectus that was part of the registration
                    statement or made in any such document immediately prior to
                    such effective date; or

          ii.  If the registrant is subject to Rule 430C, each prospectus filed
               pursuant to Rule 424(b) as part of a registration statement
               relating to an offering, other than registration statements
               relying on Rule 430B or other than prospectuses filed in reliance
               on Rule 430A, shall be deemed to be part of and included in the
               registration statement as of the date it is first used after
               effectiveness. Provided, however, that no statement made in a
               registration statement or prospectus that is part of the
               registration statement or made in a document incorporated or
               deemed incorporated by reference into the registration statement
               or prospectus that is part of the registration statement will, as
               to a purchaser with a time of contract of sale prior to such
               first use, supersede or modify any statement that was made in the
               registration statement or prospectus that was part of the
               registration statement or made in any such document immediately
               prior to such date of first use.

     5.   That, for the purpose of determining liability of the registrant under
          the Securities Act of 1933 to any purchaser in the initial
          distribution of the securities: The undersigned registrant undertakes

                                      II-5

          that in a primary offering of securities of the undersigned registrant
          pursuant to this registration statement, regardless of the
          underwriting method used to sell the securities to the purchaser, if
          the securities are offered or sold to such purchaser by means of any
          of the following communications, the undersigned registrant will be a
          seller to the purchaser and will be considered to offer or sell such
          securities to such purchaser:

          i.   Any preliminary prospectus or prospectus of the undersigned
               registrant relating to the offering required to be filed pursuant
               to Rule 424;

          ii.  Any free writing prospectus relating to the offering prepared by
               or on behalf of the undersigned registrant or used or referred to
               by the undersigned registrant;

          iii. The portion of any other free writing prospectus relating to the
               offering containing material information about the undersigned
               registrant or its securities provided by or on behalf of the
               undersigned registrant; and

          iv.  Any other communication that is an offer in the offering made by
               the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to our director, officer and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.

                                      II-6

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Zurich,
Switzerland on April 7, 2008.

                                        Tamandare Explorations Inc.


                                            /s/ Roger Gebert
                                            ------------------------------------
                                        By: Gebert, Sole Director
                                            (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.


/s/ Roger Gebert                                                 April 7, 2008
- -------------------------------------                            -------------
Roger Gebert, President & Director                                   Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)

                                      II-7