Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2008, for Tamandare Explorations Inc. (Note: The input metadata referenced "Tonix Pharmaceuticals," but the filing text explicitly identifies the registrant as Tamandare Explorations Inc.). The company is an exploration-stage entity incorporated in Nevada with principal offices in Zurich, Switzerland. It holds one mineral property, the Que 1-4 Mineral Claims in Nevada, intended for silver and other mineral exploration. The company has no revenues and is classified as a shell company and a smaller reporting company.
Key Financial Metrics
| Metric | Value (as of June 30, 2008) |
|---|---|
| Cash and Cash Equivalents | $21,256 |
| Total Assets | $21,909 |
| Total Liabilities | $22,200 (Accounts Payable) |
| Stockholders' Equity (Deficit) | ($291) |
| Net Loss (Three Months Ended June 30, 2008) | ($5,289) |
| Net Loss (Six Months Ended June 30, 2008) | ($14,334) |
| Accumulated Deficit (Since Inception) | ($15,291) |
| Net Cash Used in Operating Activities (Six Months) | ($14,744) |
| Net Cash Provided by Financing Activities (Six Months) | $36,000 |
| Shares Outstanding | 3,000,000 |
Material Changes and Operational Status
- Revenue: The company has generated no revenues since its inception on November 16, 2007.
- Liabilities: Accounts payable increased from $0 at December 31, 2007, to $22,200 at June 30, 2008. This includes $21,000 in stock subscriptions from an "all or nothing" offering, which are recorded as a liability until the offering is completed.
- Exploration Costs: The company incurred $7,000 in mineral property expenses over the six-month period but has not yet commenced physical exploration work on its claims.
- Going Concern: The filing includes a "Going Concern" note stating that substantial doubt exists regarding the company's ability to continue operations without additional equity financing.
Guidance, Outlook, and Risks
Plan of Operation: Management plans to raise $50,000 via a registered offering of 2,500,000 shares to fund a three-phase exploration program totaling $43,000, plus $12,000 for professional and administrative fees. Phase 1 (detailed prospecting and soil geochemistry) is estimated at $8,500 and is contingent on raising funds, with a target start date in the third quarter of 2008.
Risks and Contingencies:
- Financing Risk: The $21,000 currently held in subscriptions is subject to an "all or nothing" clause. If the offering is not completed by October 14, 2008, funds must be returned to investors.
- Operational Risk: No exploration work has been performed to date. Future phases are contingent on favorable results from previous phases and the availability of capital.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of June 30, 2008, due to the company's limited size and reliance on a financial consultant.
Investor Verification Checklist
- Verify the status of the "all or nothing" offering and whether the $21,000 in subscriptions was successfully converted to equity or returned by the October 14, 2008 deadline.
- Confirm the company's ability to raise the remaining capital required to fund the $43,000 exploration program.
- Review the effectiveness of internal controls, given the management's admission of material weakness.
- Monitor the commencement of Phase 1 exploration activities in the third quarter of 2008.
- Assess the validity of the mineral claims (Que 1-4) and their expiration date of September 1, 2008.