UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission file number 333-150419
TAMANDARE EXPLORATIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 26-1434750
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Seefeldstrasse 69
Zurich 8008 Switzerland
(Address of Principal Executive Offices & Zip Code)
(800)880-6416 & 011-41-44-274-28-28
(Telephone Number)
Resident Agents of Nevada
711 S. Cason Street, Suite 4
Carson City, NV 89701
Telephone (775) 882-4641 Facsimile (775) 882-6818
(Name and Address of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of December 31, 2008, the registrant had 5,500,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of December 31, 2008.
TAMANDARE EXPLORATIONS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 14
Item 2. Properties 16
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Securities Holders 17
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item 8. Financial Statements 21
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 28
Item 9A. Controls and Procedures 28
Part III
Item 10. Directors and Executive Officers 30
Item 11. Executive Compensation 32
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 33
Item 13. Certain Relationships and Related Transactions 34
Item 14. Principal Accounting Fees and Services 34
Part IV
Item 15. Exhibits 35
Signatures 35
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this annual report. In this annual report, unless the context otherwise
denotes, references to "we", "us", "our", "Tamandare" and "Tamandare
Explorations" are to Tamandare Explorations Inc.
Tamandare Explorations was incorporated in the State of Nevada on November 16,
2007 to engage in the acquisition, exploration and development of natural
resource properties. We are an exploration stage company with no revenues and a
limited operating history. The principal executive offices are located at
Seefeldstrasse 69 Zurich 8008 Switzerland. The telephone number is (800)880-6416
or 011-41-44-274-28-28.
We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share with 5,500,000 common shares issued and outstanding as of
December 31, 2008.
Cash provided by financing activities for the period from inception (November
16, 2007) through December 31, 2008 was $65,000, of which $15,000 was from the
sale of 3,000,000 shares of common stock to a director of the company for $0.005
per share and $50,000 represents stock subscriptions received from our "all or
nothing" offering that was completed on October 8, 2008.
Our financial statements from inception (November 16, 2007) through the year
ended December 31, 2008 report no revenues and a net loss of $22,091. 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. The first phase of the exploration program was
completed in December 2008 and we are waiting for the report from the geologist.
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.
BUSINESS
There is the likelihood of our mineral claims containing little or no economic
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.
3
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.
4
Plagioclase feldspar - a specific range of chemical composition of common
or abundant rock forming silicate minerals.
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 we are conducting exploration is known as the Que 1-4
Mineral Claims, comprised of 4 contiguous claims totaling 82.64 acres. The
beneficial owner of the mineral claims is Tamandare Explorations Inc., and the
claims are in good standing until September 1, 2009.
The Que 1-4 property lies in the west central area of the State of Nevada
southwest of the Town of Tonopah and is accessible from Highway 95 by traveling
south of the Town for 22 miles to the Silver Peak cut-off that is taken to the
west for 27 miles to the Paymaster Canyon cut-off that is taken to the north for
5 miles to the property. The area experiences about 4" - 8" of precipitation
annually of which about 20% may occur as a snow equivalent. The claim area
ranges in elevation from 4,450' - 4,620' mean sea level. The physiography of the
Que property is low sloping terrain to the west and the east within the
confinement of the south end of the Paymaster Canyon. Much of this general area
with many broad open valleys and spiny mountain ridges hosts sagebrush and other
desert plants on the low hill slopes.
The geologist completed the phase one fieldwork in December 2008 and we are
waiting on his report. The cost of exploration work on the property is disclosed
in detail in the Plan of Operation section of this annual report.
5
There is not a plant or any equipment currently located on the property. The
initial exploration phases are 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 has been recommended by
the consulting geologist in his report. Detailed prospecting, mapping and
reconnaissance MMI soil geochemical surveys of the claim area were 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
commenced Phase 1 of the exploration program in December 2008.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report on the
property. Because we have not received any results from 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, 2009.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The title for the claims is in good standing until September 2009. During the
first week in August 2009 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.
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
6
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.
7
[MAP SHOWING THE PROPERTY LOCATION]
8
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.
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.
9
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.
10
[MAP SHOWING THE CLAIM LOCATION]
11
[MAP SHOWING THE REGIONAL GEOLOGY]
12
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 are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. 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.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
13
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-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE OPERATING ACTIVITIES.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and investors could lose
their investment.
14
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.
OUR MANAGEMENT HAS NO TECHNICAL TRAINING OR EXPERIENCE IN EXPLORING FOR,
STARTING, AND OPERATING AN EXPLORATION PROGRAM. MANAGEMENT'S DECISIONS AND
CHOICES MAY NOT TAKE INTO ACCOUNT STANDARD ENGINEERING OR MANAGERIAL APPROACHES
MINERAL EXPLORATION COMPANIES COMMONLY USE. AS A RESULT, WE MAY HAVE TO SUSPEND
OR CEASE ACTIVITIES.
Our management has limited experience with exploring for, starting, and
operating an exploration program. Further, our management has no direct training
or experience in these areas and as a result may not be fully aware of many of
the specific requirements related to working within the industry. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently
our activities, earnings and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in November 2007 and we have not started our proposed
business activities or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
was $22,090 from inception to December 31, 2008. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon:
* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of 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 MAY HAVE TO CEASE OPERATIONS.
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.
15
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.
Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
undiscovered. Without a reserve, we cannot generate revenues.
WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. If we cannot find the products and equipment we need, we will have
to suspend our exploration plans until we do find the products and equipment we
need.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 10% OF HIS TIME OR APPROXIMATELY FOUR HOURS PER WEEK TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 10% of his time or four hours per week to our operations, our
operations may be sporadic and occur at times which are convenient to our
officer and director. As a result, exploration of the property may be
periodically interrupted or suspended.
ITEM 2. PROPERTIES
We do not currently own any property. Our offices are located at Seefeldstrasse
69, Zurich 8008 Switzerland, for which we pay $250 per month under a month to
month lease. 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.
16
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended December 31, 2008.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since February 13, 2009 our shares have been listed for trading on the OTC
Electronic Bulletin Board (OTCBB). The symbol is TAEI. There has been no active
trading of our securities, and, therefore, no high and low bid pricing.
The OTCBB is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the OTCBB
does not have any listing requirements per se, to be eligible for quotation on
the OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not
make their required filing during that time.
As of December 31, 2008, we have 5,500,000 Shares of $0.001 par value common
stock issued and outstanding held by 28 shareholders of record.
Of the 5,500,000 shares of common stock outstanding as of December 31, 2008,
3,000,000 shares are owned by Roger Gebert, our officer and director, and may
only be resold in compliance with Rule 144 of the Securities Act of 1933.
The stock transfer agent for our securities is Holladay Stock Transfer.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
17
SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
and the customers rights and remedies in causes of fraud in penny stock
transactions.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance thereunder.
SECTION 16(a)
Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no shares of common stock or other securities issued to the issuer or
affiliated purchasers during the year ended December 31, 2008.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
18
We incurred operating expenses of $21,134 and $957 for the years ended December
31, 2008 and 2007, respectively. These expenses consisted of general operating
expenses and professional fees incurred in connection with the day to day
operation of our business and the preparation and filing of our required reports
with the U.S. Securities and Exchange Commission. For the year ended December
31, 2008 there was also $7,100 in mineral property expenses.
Our net loss from inception (November 16, 2007) through December 31, 2008 was
$22,091.
We have sold $65,000 in equity securities to date. We sold $15,000 in equity
securities to our officer and director and $50,000 to 27 independent investors.
The following table provides selected financial data about our company for the
years ended December 31, 2008 and 2007.
Balance Sheet Data: 12/31/08 12/31/07
------------------- -------- --------
Cash $40,475 $14,043
Total assets $45,909 $14,043
Total liabilities $ 3,000 $ 0
Shareholders' equity $42,909 $14,043
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at December 31, 2008 was $40,475 with all $3,000 in outstanding
liabilities. Management believes our current cash balance will sustain
operations for the next twelve months. We are an exploration stage company and
have generated no revenue to date.
GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from November 16, 2007
(date of inception) to December 31, 2008 and generated a net loss of $22,091.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. Because the Company is currently in the exploration stage
and has minimal expenses, management believes that the company's current cash is
sufficient to cover the expenses they will incur during the next twelve months.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to complete our exploration
program. In addition to the $43,000 we anticipate spending for the exploration
program as outlined below, we anticipate spending an additional $10,000 on
professional fees, including fees payable in connection with complying with
reporting obligations, and general administrative costs. Total expenditures over
the next 12 months are therefore expected to be approximately $53,000.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
19
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive $ 8,500
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost is
transportation, accommodation, board, grid installation,
two geophysical surveys, maps and report 9,500
PHASE 3
Induced polarization survey over grid controlled
anomalous area of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and
sampling of bedrock anomalies. Includes assays,
detailed maps and reports 25,000
-------
Total $43,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
The geologist completed the fieldwork of Phase 1 of the exploration program on
the claims in December 2008. We are waiting to receive 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.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $9,500 and will take
approximately 14 days to complete and an additional two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $25,000 and will take approximately 25 days to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in first
quarter 2009 and phase 3 in second quarter 2009. We have a verbal agreement with
James McLeod, the consulting geologist who prepared the geology report on our
claims, to retain his services for our planned exploration program. We cannot
provide investors with any assurance that we will be able to raise sufficient
funds to proceed with any work after the exploration program if we find
mineralization.
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.
20
ITEM 8. FINANCIAL STATEMENTS
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 sheets of Tamandare Explorations Inc.
(an exploration stage company) as of December 31, 2008 and 2007 and the related
statements of expenses, stockholders' equity, and cash flows for the years then
ended, and for periods from inception (November 16, 2007) through December 31,
2008 and 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. as
of December 31, 2008 and 2007, and the results of its operations and cash flows
for the years then ended and for the periods from inception (November 16, 2007
through December 31, 2008 and 2007 in conformity with accounting principles
generally accepted in the United States of America.
/s/ Malone & Bailey, P.C.
- -----------------------------------
Malone & Bailey, P.C.
www.malone-bailey.com
Houston, TX
March 13, 2009
21
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
December 31, December 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 40,475 $ 14,043
Other Current Assets
Other Receivable 552 --
Deposits 4,882 --
-------- --------
Total Current Assets 45,909 14,043
-------- --------
TOTAL ASSETS $ 45,909 $ 14,043
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Stock Subscriptions Received $ 3,000 $ --
-------- --------
TOTAL LIABILITIES 3,000 --
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 shares
authorized; 5,500,000 and 3,000,000 shares issued and
outstanding, respectively, as of December 31, 2008 and December 31, 2007 5,500 3,000
Additional paid-in capital 59,500 12,000
Deficit accumulated during exploration stage (22,091) (957)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 42,909 14,043
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 45,909 $ 14,043
======== ========
The accompanying notes are an integral part of these financial statements.
22
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Statements of Expenses
- --------------------------------------------------------------------------------
November 16, 2007 November 16, 2007
(inception) (inception)
Year Ended through through
December 31, December 31, December 31,
2008 2007 2008
---------- ---------- ----------
GENERAL & ADMINISTRATIVE EXPENSES $ 6,923 $ 957 $ 7,880
MINERAL PROPERTY EXPENSES 7,111 -- 7,111
PROFESSIONAL FEES 7,100 -- 7,100
---------- ---------- ----------
NET LOSS $ (21,134) $ (957) $ (22,091)
========== ========== ==========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,334,550 1,369,565
========== ==========
The accompanying notes are an integral part of these financial statements.
23
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From November 16, 2007 (Inception) through December 31, 2008
- --------------------------------------------------------------------------------
Deficit
Common Accumulated
Common Stock Additional During
Stock Amount Paid-in Exploration
Shares (0.001) Capital Stage Total
------ ------- ------- ----- -----
Stock issued for cash on December 11, 2007
@ $0.005 per share 3,000,000 $ 3,000 $ 12,000 $ -- $ 15,000
Net loss, December 31, 2007 (957) (957)
---------- ------- -------- --------- --------
BALANCE, DECEMBER 31, 2007 3,000,000 $ 3,000 $ 12,000 $ (957) $ 14,043
========== ======= ======== ========= ========
Stock issued for cash on October 8, 2008
@ $0.02 per share 2,500,000 2,500 47,500 50,000
Net loss, December 31, 2008 (21,134) (21,134)
---------- ------- -------- --------- --------
BALANCE, DECEMBER 31, 2008 5,500,000 $ 5,500 $ 59,500 $ (22,091) $ 42,909
========== ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements.
24
TAMANDARE EXPLORATIONS INC.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
November 16, 2007 November 16, 2007
(inception) (inception)
Year Ended through through
December 31, December 31, December 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(21,134) $ (957) $(22,091)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in Other Receivable (552) -- (552)
(Increase) decrease in Deposits (4,882) -- (4,882)
Increase (decrease) in Stock Subscriptions Received 3,000 -- 3,000
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (23,568) (957) (24,525)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock for Cash 50,000 15,000 65,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 50,000 15,000 65,000
-------- -------- --------
NET INCREASE IN CASH 26,432 14,043 40,475
CASH AT BEGINNING OF PERIOD 14,043 -- --
-------- -------- --------
CASH AT END OF YEAR $ 40,475 $ 14,043 $ 40,475
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
Income Taxes $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements.
25
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 through December 31, 2008, 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, 2008
and 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.
26
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,
2008, Tamandare has accumulated losses of $22,091 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 2008, 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 $22,091 at December 31, 2008, and will expire in 2027.
At December 31, 2008 and 2007, deferred tax assets consisted of the following:
December 31,
2008 2007
------- -------
Deferred Tax Asset $ 7,511 $ 325
Valuation Allowance (7,511) (325)
------- -------
Net Deferred Tax Asset $ -- $ --
======= =======
NOTE 4. COMMON STOCK
From inception (November 16, 2007) through December 31, 2008, Tamandare sold
3,000,000 shares of its common stock to its director at $0.005 per share, or
$15,000 cash and 2,500,000 shares of its common stock to 27 unrelated investors
at $0.02 per share, or $50,000 cash.
NOTE 5. STOCK SUBSCRIPTIONS RECEIVED
Tamandare received a $3,000 duplicate payment from one of its investors and as
of December 31, 2008 the funds had not yet been returned.
27
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
28
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2008.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
29
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officer and director of Tamandare Explorations, whose one year terms will
expire 1/31/10, or at such a time as his successor(s) shall be elected and
qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Roger Gebert 33 President, 2/15/08 1/31/10
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.
30
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
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.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
31
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Roger Gebert.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
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
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
32
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.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Tamandare
Explorations Inc. voting securities by officers, directors and major
shareholders as well as those who own beneficially more than five percent of our
common stock as of the date of this annual report:
Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership
-------------------- ------ ------------
Roger Gebert 3,000,000 54%
Seefeldstrasse 69
Zurich 8008
Switzerland
All Officers and
Directors as a Group 3,000,000 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.
33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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".)
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $5,600, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended December 31, 2008.
For the year ended December 31, 2007, there were no fees for audit services,
audit-related services, tax or other services.
34
PART IV
ITEM 15. EXHIBITS
Exhibit
Number Name
- ------ ----
31.1 CERTIFICATION REQUIRED BY RULE 13a - 14(a) OR RULE 15d - 14(a) OF
THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002 OF THE CHIEF EXECUTIVE OFFICER
31.2 CERTIFICATION REQUIRED BY RULE 13a - 14(a) OR RULE 15a - 14(a) OF
THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002 OF THE CHIEF FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350), OF THE CHIEF EXECUTIVE OFFICER
32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350), OF THE CHIEF FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
March 17, 2009 Tamandare Explorations Inc.
/s/ Roger Gebert
---------------------------------------------
By: Roger Gebert
President, Chief Executive Officer,
Chief Financial Officer, Principal Accounting
Officer & Director
35