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EX-32.2 - CFO SECTION 906 CERTIFICATION - Tonix Pharmaceuticals Holding Corp.ex32-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - Tonix Pharmaceuticals Holding Corp.ex31-1.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - Tonix Pharmaceuticals Holding Corp.ex31-2.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - Tonix Pharmaceuticals Holding Corp.ex32-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010

                        Commission file number 333-150419


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

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                         15 Fort York Blvd., Suite 4511
                          Toronto, ON, M5V 3Y4, Canada
          (Address of principal executive offices, including zip code)

                                 (800) 859-5766
                     (telephone number, including area code)

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,500,000 shares as of November 2,
2010.

ITEM 1. FINANCIAL STATEMENTS. TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- (Unaudited) September 30, December 31, 2010 2009 -------- -------- ASSETS CURRENT ASSETS Cash $ 4,079 $ 12,606 Deposits -- 425 -------- -------- TOTAL ASSETS $ 4,079 $ 13,031 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 1,946 $ 988 Due to a Related Party 2,000 -- -------- -------- TOTAL LIABILITIES 3,946 988 STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 75,000,000 shares authorized; 5,500,000 shares issued and outstanding 5,500 5,500 Additional paid-in capital 59,500 59,500 Deficit accumulated during exploration stage (64,866) (52,957) -------- -------- TOTAL STOCKHOLDERS' EQUITY 134 12,043 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,079 $ 13,031 ======== ======== The accompanying notes are an integral part of these unaudited financial statements. 2
TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Expenses (Unaudited) -------------------------------------------------------------------------------- November 16, 2007 Three Months Three Months Nine Months Nine Months (inception) Ended Ended Ended Ended through September 30, September 30, September 30, September 30, September 30, 2010 2009 2010 2009 2010 ---------- ---------- ---------- ---------- ---------- OTHER GENERAL & ADMINISTRATIVE EXPENSES $ 2,385 $ 1,313 $ 4,909 $ 3,914 $ 18,885 MINERAL PROPERTY EXPENSES -- -- -- 17,000 24,111 PROFESSIONAL FEES 1,300 1,300 7,000 6,470 21,870 NET LOSS $ (3,685) $ (2,613) $ (11,909) $ (27,384) $ (64,866) ========== ========== ========== ========== ========== BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,500,000 5,500,000 5,500,000 5,500,000 ========== ========== ========== ========== The accompanying notes are an integral part of these unaudited financial statements. 3
TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Cash Flows (Unaudited) -------------------------------------------------------------------------------- November 16, 2007 Nine Months Nine Months (inception) Ended Ended through September 30, September 30, September 30, 2010 2009 2010 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(11,909) $(27,384) $(64,866) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: (Increase) decrease in Loan to a Related Party -- 552 -- (Increase) decrease in Deposits 425 4,231 -- Increase (decrease) in Stock Subscriptions Received -- (3,000) -- Increase (decrease) in Accounts Payable 957 -- 1,946 Increase (decrease) in Due to a Related Party 2,000 -- 2,000 -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (8,527) (25,601) (60,921) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock for Cash -- -- 65,000 -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 65,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (8,527) (25,601) 4,079 CASH AT BEGINNING OF PERIOD 12,606 40,475 -- -------- -------- -------- CASH AT END OF YEAR $ 4,079 $ 14,874 $ 4,079 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- Income Taxes $ -- $ -- $ -- The accompanying notes are an integral part of these unaudited financial statements. 4
TAMANDARE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Unaudited Financial Statements -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Tamandare Explorations Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Tamandare's Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009 as reported in the Form 10-K have been omitted. NOTE 2. GOING CONCERN These financial statements have been prepared on a going concern basis, which implies Tamandare will continue to realize its assets and discharge its liabilities in the normal course of business. Tamandare has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Tamandare as a going concern is dependent upon the continued financial support from its shareholders, the ability of Tamandare to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of September 30, 2010, Tamandare has accumulated losses since inception. These factors raise substantial doubt regarding Tamandare's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Tamandare be unable to continue as a going concern. NOTE 3. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. Starting June 1, 2010 the Company paid a director $500 per month for use of office space and services. Mark Lawson, sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. As of September 30, 2010, there are funds due to Mark Lawson for $2,000, with no specific repayment terms. 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We are an exploration stage company and have not yet generated or realized any revenues. BUSINESS We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We carried out exploration on the Que 1-4 property located in the west central area of the State of Nevada, soutwest of the Town of Tonopah. Phase 1 was completed in December 2008 and in April 2009 further fill-in MMI sampling was carried out. Based on the findings the company decided to abandon the property and is now investigating other opportunities to best utilize our remaining capital. This may include procuring another mineral property for exploration. PLAN OF OPERATION Our plan of operation for the next twelve months is to secure a new property for exploration or other potential business opportunities that might be available to the Company. There can be no assurances that we will be able to secure a new property for exploration or find other available business opportunities, nor can there be any certainties of the business industry of the opportunity that might be available nor any indication of the financial resources required of any possible business opportunity. If we are unable to secure another property for exploration or alternatively, find another business opportunity, our shareholders will lose some or all of their investment and our business will likely fail. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $3,685 and $2,613 for the three months ended September 30, 2010 and 2009, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business. For the nine months ended September 30, 2010 and 2009, respectively we incurred operating expenses of $11,909 and $27,384. These expenses consisted of general operating expenses and professional fees and for the nine months ended September 30, 2009 there were $17,000 in exploration costs. Our net loss from inception through September 30, 2010 was $64,866. 6
Cash provided by financing activities for the period from inception (November 16, 2007) through September 30, 2010 was $65,000, of which $15,000 was from the sale of 3,000,000 shares of common stock to a director of the company for $0.005 per share and $50,000 represents stock subscriptions received from an "all or nothing" offering which was completed on October 8, 2008. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at September 30, 2010 was $4,079 with $3,946 in outstanding liabilities. Of the outstanding liabilities we have a $2,000 loan from our director. We are an exploration stage company and have generated no revenue to date. Management believes that our current cash balance and loans from our director will allow us to operate for the next 12 months. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of disclosure controls and procedures. The Company's Chief Executive Officer and Principal Accounting Officer participated in an evaluation by management of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010. Based on their participation in that evaluation, the Company's Chief Executive Officer and Principal Accounting Officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2010 to ensure that required information is disclosed on a timely basis in its reports filed or furnished under the Exchange Act. We recognize the importance of internal controls. As we are currently an exploration stage company with limited ongoing financial operations, management is making an effort to mitigate this material weakness to the fullest extent possible. At present this is done by having the Chief Executive Officer review our financial statements, account reconciliations and accounts payable reports that have been prepared by financial consultant for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As we grow in size and as our finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our financial consultant. (b) Changes in internal control over financial reporting. There was no change in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 7
PART II. OTHER INFORMATION ITEM 6. EXHIBITS. 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. November 2, 2010 Tamandare Explorations Inc. /s/ Mark Lawson --------------------------------------- By: Mark Lawson President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer & Director