Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2009, for Tamandare Explorations Inc. (Note: The request metadata listed "Tonix Pharmaceuticals," but the filing text identifies the registrant as Tamandare Explorations Inc.). The company is a Nevada corporation incorporated in November 2007, classified as an exploration-stage entity with no operating history or revenues. Its principal business is the acquisition and exploration of natural resource properties. As of the reporting date, the company abandoned its initial property (Que 1-4 in Nevada) and is seeking new opportunities.
Key Financial Metrics
| Metric | 2009 | 2008 | Inception to 2009 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Loss | $(30,866) | $(21,134) | $(52,957) |
| Cash Balance (End of Period) | $12,606 | $40,475 | N/A |
| Total Assets | $13,031 | $45,909 | N/A |
| Total Liabilities | $988 | $3,000 | N/A |
| Shareholders' Equity | $12,043 | $42,909 | N/A |
| Shares Outstanding | 5,500,000 | 5,500,000 | N/A |
Capital Resources: Total cash provided by financing activities from inception through 2009 was $65,000. This included $15,000 from the sale of stock to a director and $50,000 from an "all or nothing" offering completed in 2008. No debt financing is reported.
Material Changes vs. Prior Period
- Operating Expenses: Increased from $21,134 in 2008 to $30,866 in 2009. This was driven primarily by a rise in mineral property expenses from $7,100 to $17,000.
- Liquidity: Cash reserves decreased significantly from $40,475 in 2008 to $12,606 in 2009 due to operating losses and a lack of new financing in 2009.
- Asset Base: Total assets declined from $45,909 to $13,031, largely due to the reduction in deposits and receivables as the company abandoned its initial exploration property.
- Liabilities: Total liabilities decreased from $3,000 to $988, primarily due to the return of a duplicate stock subscription payment of $3,000.
Outlook, Risks, and Management Commentary
Going Concern: The independent auditor has issued an opinion expressing substantial doubt regarding the company's ability to continue as a going concern. This is due to the lack of revenues, accumulated losses of $52,957, and the need for continued equity financing to sustain operations.
Plan of Operation: Management plans to secure a new mineral property for exploration or identify other business opportunities within the next twelve months. There are no assurances that such opportunities will be found or that the company can generate revenue.
Risk Factors:
- Exploration Risk: The probability of finding reserves is extremely remote; funds spent on exploration may be lost.
- Management Experience: Management lacks technical training or direct experience in mineral exploration.
- Capital Constraints: Limited capital restricts the scope of exploration activities.
- Internal Controls: Management identified material weaknesses in internal controls, including a lack of a functioning audit committee, inadequate segregation of duties, and ineffective financial reporting controls.
- Market Liquidity: Shares trade on the OTCBB with no active trading market established.
Investor Verification Checklist
- Verify the company's ability to raise additional capital, as current cash ($12,606) may not cover expenses for the next 12 months.
- Confirm the status of the search for a new mineral property, as the previous property was abandoned.
- Review the concentration of ownership: Roger Gebert (former director) owns 54% of outstanding shares (3,000,000 shares).
- Assess the impact of material weaknesses in internal controls on the reliability of future financial reporting.
- Monitor the "Going Concern" status and any subsequent equity offerings required to avoid cessation of operations.