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SEC Comment Letter for Tonix Pharmaceuticals Holding Corp. (TNXP) (CIK 0001430306) (TNXP) — Dec 2, 2010

Tonix Pharmaceuticals Holding Corp. (TNXP) (CIK 0001430306)
Date: Dec. 2, 2010 · CIK: 0001430306 · Accession: 0000000000-10-072083

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File numbers found in text: 333-150149

Date
December 2, 2010
Author
Ethan Horowitz
Form
UPLOAD
Company
Tonix Pharmaceuticals Holding Corp. (TNXP) (CIK 0001430306)

Letter

Re: Tamandare Explorations Inc. Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 16, 2010 File No. 333-150149 Dear Mr. Lawson: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.

December 2, 2010

Mr. Mark Lawson President, Chief Executive Officer and Chief Financial Officer Tamandare Explorations Inc. 15 Fort York Blvd., Suite 4511 Toronto, ON, Canada M5V 3Y4

Form 10-K for Fiscal Year Ended December 31, 2009

Report of Independent Registered Public Accounting Firm, page 11

1. We note that the report issued by your audito r does not specifically identify each of the periods presented in your comparative financial statements included in your filing as being audited, which is required by AU Sec tion 508.08. Please obtai n a revised report from your independent auditor that fully complies with AU Section 508.08, and amend your filing accordingly. Signatures, page 26

2. Please revise to provide the following statement and related signatures in the Signatures section of your annual report: “Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

Mr. Mark Lawson Tamandare Explorations Inc. December 2, 2010 Page 2

on its behalf by the undersigned, thereunto duly authorized.” Refer to General Instruction D to Form 10-K. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.

You may contact Donald F. Delaney, at ( 202) 551-3863, if you have questions regarding comments on the financial statements and relate d matters. Please contact me, at (202) 551-3311, with any other questions. Sincerely,

Ethan Horowitz Branch Chief

Show Raw Text
December 2, 2010

Mr. Mark Lawson President, Chief Executive Officer and Chief Financial Officer Tamandare Explorations Inc. 15 Fort York Blvd., Suite 4511
Toronto, ON, Canada M5V 3Y4

Re: Tamandare Explorations Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 16, 2010 File No. 333-150149
 Dear Mr. Lawson:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Report of Independent Registered Public Accounting Firm, page 11

1. We note that the report issued by your audito r does not specifically identify each of the
periods presented in your comparative financial statements included in your filing as being audited, which is required by AU Sec tion 508.08.  Please obtai n a revised report
from your independent auditor that fully  complies with AU Section 508.08, and amend
your filing accordingly.
 Signatures, page 26

 2. Please revise to provide the following statement and related signatures in the Signatures section of your annual report: “Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant  has duly caused this report to be signed

Mr. Mark Lawson Tamandare Explorations Inc. December 2, 2010 Page 2

on its behalf by the undersigned, thereunto duly authorized.”  Refer to General
Instruction D to Form 10-K.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Donald F. Delaney, at ( 202) 551-3863, if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me, at (202) 551-3311,
with any other questions.
Sincerely,

Ethan Horowitz Branch Chief