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EX-99.1 - TEMPORARY HARDSHIP EXEMPTION - Friendable, Inc.exhibit_99-1.htm
EX-31.2 - SECTION 302 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 OF THE CHIEF FINANCIAL OFFICER - Friendable, Inc.exhibit_31-2.htm
EX-32.1 - SECTION 906 CERTIFICATIONS UNDER SARBANES-OXLEY ACT OF 2002 - Friendable, Inc.exhibit_32-1.htm
EX-31.1 - SECTION 302 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 OF THE CHIEF EXECUTIVE OFFICER - Friendable, Inc.exhibit_31-1.htm

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

FORM 10-Q

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2013
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                 to                

Commission File Number:   000-52917
 
TITAN IRON ORE CORP.

(Exact name of registrant as specified in its charter)

Nevada
 
98-0546715
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1735 E. Ft. Lowell Rd. #9, Tucson, Arizona   85719
(Address of principal executive offices)   (zip code)
 
(520) 989-0020
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

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.
x Yes   o 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 (§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).
x Yes   o 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
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).
o Yes   x No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 56,049,208 shares of common stock outstanding as of August 16, 2013.



 
i

 


TABLE OF CONTENTS
 
 
PART I - FINANCIAL INFORMATION
1
   
ITEM 1.  FINANCIAL STATEMENTS.
1
   
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAl CONDITION  AND RESULTS OF OPERATIONS
2
   
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
12
   
ITEM 4.  CONTROLS AND PROCEDURES.
12
   
PART II - OTHER INFORMATION
14
   
ITEM 1.  LEGAL PROCEEDINGS
14
   
ITEM 1A.  RISK FACTORS.
14
   
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
22
   
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
22
   
ITEM 4.  MINE SAFETY DISCLOSURES.
23
   
ITEM 5.  OTHER INFORMATION.
23
   
ITEM 6.  EXHIBITS
23
   
SIGNATURES
25
   

 
 

 
ii

 
 
PART I - FINANCIAL INFORMATION
 
 
ITEM 1.  FINANCIAL STATEMENTS.


TITAN IRON ORE CORP.

FINANCIAL STATEMENTS

June 30, 2013

     
Balance Sheets as of June 30, 2013 and December 31, 2012
 
F-1
     
Statements of Comprehensive Loss for the three and six months ended June 30, 2013 and 2012, and for the period from June 5, 2007 (inception) to June 30, 2013
 
F-2
     
Statement of Stockholders’ Equity  (Deficit) for the six months ended June 30, 2013 and 2012, and for the period from June 5, 2007 (inception) to June 30, 2013
 
F-3 - F-4
     
Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and for the period from June 5, 2007 (inception) to June 30, 2013
 
F-5
     
Notes to the Financial Statements
 
F-6
 

 
 


 
 
 
1

 
 
TITAN IRON ORE CORP.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS (UNAUDITED)
(Expressed in US dollars)

 
 
             
ASSETS
 
June 30,
2013
(unaudited)
   
December 31,
2012
 
             
Current Assets
           
Cash
 
$
12,255
   
$
120,433
 
Prepaid expenses (Note 9)
   
35,000
     
25,000
 
Total current assets
   
47,255
     
145,433
 
                 
Deferred financing costs (Note 13)
   
482,864
     
366,684
 
Debt issue costs (Note 12)
   
29,605
     
32,998
 
Mineral properties (Note 3)
   
1,293,511
     
1,206,011
 
                 
TOTAL ASSETS
 
$
1,853,235
   
$
1,751,126
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
Current Liabilities
               
Accounts payable
 
$
256,203
   
$
60,862
 
Accrued expenses - related party (Note 9)
   
42,289
     
6,479
 
Convertible debentures (Note 12)
   
214,002
     
1,831
 
Current portion of promissory note (Note 6)
   
192,226
     
127,353
 
Total Current Liabilities
   
704,720
     
196,525
 
                 
Promissory note (Note 6)
   
992,973
     
982,159
 
                 
Total Liabilities
   
1,697,693
     
1,178,684
 
                 
Going concern (Note 1)
               
Commitments (Note 8)
               
Subsequent events (Note 14)
               
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding
   
-
     
-
 
Common stock, 3,700,000,000 shares authorized at par value of $0.0001, 54,628,813 (December 31, 2012 – 52,501,110) shares issued and outstanding (Note 4)
   
5,463
     
5,250
 
Additional paid-in capital
   
5,665,633
     
4,833,170
 
Common stock issuable
   
-
     
171,975
 
Deficit accumulated during the exploration stage
   
(5,515,554
)
   
(4,437,953
)
Total Stockholders' Equity
   
155,542
     
572,442
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
1,853,235
   
$
1,751,126
 
 
 
The accompanying notes are an integral part of the financial statements.

 


 
 
 
F-1

 
 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Expressed in US dollars)
 

 
 
 
   
Three Months Ended June 30, 2013
   
Three Months Ended June 30, 2012
   
Six Months
Ended June 30, 2013
   
Six Months
Ended June 30, 2012
   
Period from June 5, 2007 (Inception) to June 30, 2013
 
   
$
   
$
   
$
   
$
   
$
 
REVENUES
   
-
     
-
     
-
     
-
     
4,855
 
                                         
OPERATING EXPENSES
                                       
    Advertising
   
-
     
657
     
-
     
1,314
     
25,385
 
    General and administrative (Note 9)
   
131,850
     
145,045
     
271,666
     
306,857
     
1,250,150
 
    Impairment of mineral acquisition costs (Note 3)
   
-
     
-
     
-
     
-
     
50,124
 
    Accretion on promissory note (Note 6)
   
246,826
     
37,940
     
290,386
     
37,940
     
403,780
 
    Financing costs
   
32,830
     
-
     
43,036
     
-
     
51,427
 
    Interest expense
   
3,105
     
-
     
6,335
     
-
     
8,720
 
    Investor relations
   
12,447
     
29,101
     
22,394
     
59,341
     
272,127
 
    Professional fees
   
38,776
     
35,441
     
91,672
     
83,993
     
372,567
 
    Mineral property exploration costs (Note 11)
   
4,000
     
33,236
     
7,180
     
70,796
     
500,851
 
    Stock-based compensation (Note 7)
   
215,385
     
456,349
     
340,316
     
1,418,374
     
2,581,339
 
    Travel
   
4,131
     
4,223
     
4,616
     
9,420
     
20,403
 
                                         
 TOTAL OPERATING EXPENSES
   
689,350
     
741,992
     
1,077,601
     
1,988,035
     
5,536,873
 
                                         
 LOSS FROM OPERATIONS
   
(689,350
)
   
(741,992
)
   
(1,077,601
)
   
(1,988,035
)
   
(5,532,018
)
                                         
OTHER INCOME (EXPENSES)
                                       
    Gain on debt settlement
   
-
     
-
     
-
     
-
     
17,631
 
    Other income (expenses)
   
-
     
-
     
-
     
-
     
(1,167)
 
                                         
NET LOSS AND COMPREHENSIVE LOSS
   
(689,350
)
   
(741,992
)
   
(1,077,601
)
   
(1,988,035
)
   
(5,515,554
)
                                         
BASIC LOSS PER SHARE
   
(0.01
)
   
(0.01
)
   
(0.02
)
   
(0.04
)
       
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   
54,268,587
     
51,071,000
     
53,751,689
     
50,997,703
         

 
The accompanying notes are an integral part of the financial statements.
 

 

 
 
 
F-2

 
 
TITAN IRON ORE CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
FOR THE PERIOD FROM JUNE 5, 2007 (INCEPTION) TO JUNE 30, 2013
(Expressed in US dollars)
 
   
Common # Stock
(Note 4)
   
Common Stock Amount
   
Additional Paid-in Capital
   
Common stock issuable
   
Deficit Accumulated During the Development Stage
   
Total
 
Balance, June 5, 2007 (Inception)
    -     $ -     $ -           $ -     $ -  
                                               
Common Stock issued for cash
                                             
at $0.0001 per share
    148,000,000       14,800       (14,400 )     -       -       400  
                                                 
Common Stock issued for cash
                                               
at $0.05 per share
    29,637,000       2,964       37,086       -       -       40,050  
                                                 
Net loss for the period ended
                                               
December 31, 2007
    -       -       -       -       (21,874 )     (21,874 )
                                                 
Balance, December 31, 2007
    177,637,000       17,764       22,686       -       (21,874 )     18,576  
                                                 
Common Stock issued for creditors
                                               
at $0.05 per share
    12,950,000       1,295       16,205               -       17,500  
                                                 
Net loss 2008
    -       -       -       -       (34,675 )     (34,675 )
                                                 
Balance, December 31, 2008
    190,587,000       19,059       38,891       -       (56,549 )     1,401  
                                                 
Net loss 2009
    -       -       -       -       (9,485 )     (9,485 )
                                                 
Balance, December 31, 2009
    190,587,000       19,059       38,891       -       (66,034 )     (8,084 )
                                                 
Net loss 2010
    -       -       -       -       (9,485 )     (9,485 )
                                                 
Balance, December 31, 2010
    190,587,000       19,059       38,891       -       (75,519 )     (17,569 )
                                                 
Common Stock issued for cash
                                               
at $0.50 per share
    2,100,000       210       1,049,790       -       -       1,050,000  
                                                 
Share issuance costs
    -       -       (4,564 )     -       -       (4,564 )
                                                 
Shares cancelled
    (142,950,000 )     (14,295 )     14,295       -       -       -  
                                                 
Stock-based compensation
    -       -       107,772       -       -       107,772  
                                                 
Net loss 2011
    -       -       -       -       (954,677 )     (954,677 )
                                                 
Balance, December 31, 2011
    49,737,000     $ 4,974     $ 1,206,184       -     $ (1,030,196 )   $ 180,962  
                                     
Common Stock issued for cash
                                   
at $0.75 per share (net of issuance costs)
    1,334,000       133       993,405       -       -       993,538  
                                                 
Shares issued for services
    550,000       55       126,445       -       -       126,500  
                                                 
Stock-based compensation
    -       -       2,133,251       -       -       2,133,251  
                                                 
Shares issued under equity line
(Note 13)
    323,928       32       182,177       171,975       -       354,184  
                                                 
Exercise of warrants
    556,182       56       (56 )     -       -       -  
                                                 
Convertible notes (net proceeds)
    -       -       191,764       -       -       191,764  
                                                 
Net loss 2012
    -       -       -       -       (3,407,757 )     (3,407,757 )
                                                 
Balance,  December 31, 2012
    52,501,110     $ 5,250     $ 4,833,170     $ 171,975     $ (4,437,953 )   $ 572,442  
 
The accompanying notes are an integral part of the financial statements.
 
 
F-3

 


TITAN IRON ORE CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
FOR THE PERIOD FROM JUNE 5, 2007 (INCEPTION) TO JUNE 30, 2013 (CONTINUED)
(Expressed in US dollars)
 
   
Common # Stock
(Note 4)
   
Common Stock Amount
   
Additional Paid-in Capital
   
Common stock issuable
   
Deficit Accumulated During the Development Stage
   
Total
 
Balance,  December 31, 2012
   
52,501,110
   
$
5,250
   
$
4,833,170
   
$
171,975
   
$
(4,437,953
)
 
$
572,442
 
 
Stock-based compensation
   
-
     
-
     
340,316
     
-
     
-
     
340,316
 
                                                 
Shares issued under equity line (Note 13)
   
1,676,072
     
168
     
248,486
     
(171,975
)
   
-
     
76,679
 
                                                 
Shares issued for services
   
203,333
     
20
     
17,746
     
-
     
-
     
17,766
 
                                                 
Conversion of notes
   
248,298
     
25
     
225,915
     
-
     
-
     
225,940
 
                                                 
Net loss for the period ended June 30, 2013
   
-
     
-
     
-
     
-
     
(1,077,601
)
   
(1,077,601
)
                                                 
Balance,  June  30, 2013
   
54,628,813
   
$
5,463
   
$
5,665,633
   
$
-
   
$
(5,515,554
)
 
$
155,542
 
 
 
The accompanying notes are an integral part of the financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



 
 
 
F-4

 

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in US dollars)


   
Six Months Ended
June 30, 2013
   
Six Months Ended
 June 30, 2012
   
Period from June 5, 2007 (Inception) to June 30, 2013
 
Cash Flows from Operating Activities:
                 
Net loss
 
$
(1,077,601
)
 
$
(1,988,035
)
 
$
(5,515,554
)
                         
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
                       
Depreciation expense
   
-
     
-
     
5,833
 
Stock-based compensation
   
340,316
     
1,418,374
     
2,581,339
 
Loss on disposal of assets
   
-
     
-
     
1,167
 
Impairment of mineral property
   
-
     
-
     
50,124
 
Financing costs
   
345,742
     
-
     
354,128
 
Accretion on promissory note
   
54,528
     
37,940
     
167,922
 
Shares issued for services
   
17,766
     
-
     
161,766
 
Gain on debt settlement
   
-
     
-
     
(17,631
)
Changes in Operating Assets and Liabilities
                       
Decrease (increase) in prepaid expenses
   
(10,000
)
   
(3,000)
     
(35,000
)
Increase (decrease) in accounts payable
   
(23,069
)
   
12,185
     
43,465
 
Increase (decrease) in accrued expenses – related party
   
35,810
     
18,596
     
51,503
 
Net Cash Provided by (Used in) Operating Activities
   
(316,508
)
   
(503,940
)
   
(2,150,938
)
                         
Cash Flows used in Investing Activities:
                       
Acquisition of property and equipment
   
-
     
-
     
(7,000
)
Payment on mineral property options
   
(25,000
)
   
(85,000
)
   
(220,124
)
Net Cash Used in Investing Activities
   
(25,000
)
   
(85,000
)
   
(227,124
)
                         
Cash Flows from Financing Activities:
                       
Common stock issued for cash (net of issuance costs)
   
-
     
1,000,500
     
2,079,424
 
Proceeds from convertible debentures (net proceeds)
   
371,333
     
-
     
540,208
 
Repayment of promissory note
   
(135,003
)
   
-
     
(198,565
)
Deferred financing costs
   
(3,000
)
   
-
     
(30,750
)
Net Cash Provided by Financing Activities
   
233,330
     
1,000,500
     
2,390,317
 
                         
Net Increase (Decrease) in Cash
   
(108,178
)
   
411,560
     
12,255
 
                         
Cash– Beginning
   
120,433
     
118,066
     
-
 
                         
Cash– Ending
 
$
12,255
   
$
529,626
   
$
12,255
 
                         
Supplemental Cash Flow Information:
                       
Cash paid for interest
 
$
-
   
$
-
   
$
-
 
Cash paid for income taxes
 
$
-
   
$
-
   
$
-
 
 
Non-cash Investing and Financing Items:
                 
Shares issued for services
 
$
17,766
   
$
-
   
$
161,766
 
Promissory note issued for mineral property
   
-
     
1,208,646
     
1,061,011
 
 
 
The accompanying notes are an integral part of the financial statements.
 

 

 
F-5

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)

1.  NATURE AND CONTINUANCE OF BUSINESS

Titan Iron Ore Corp. (the Company) (formerly Digital Yearbook, Inc.) was incorporated in the State of Nevada on June 5, 2007. Effective June 15, 2011, the Company completed a merger with its subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in our name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.” effective becoming an exploration stage company. The Company’s principal business includes the acquisition, and exploration of mineral properties. Also effective June 15, 2011, the Company effected a 37 to one forward stock split of our authorized and issued and outstanding common stock.  As a result, 5,151,000 shares of common stock outstanding increased to 190,587,000 shares of common stock. Subsequently, on June 20, 2011, the Company issued 2,100,000 common shares pursuant to a private placement unit offering, increasing the number of shares of common stock outstanding to 192,687,000. Effective June 30, 2011 and in connection with the acquisition of an option to purchase a mineral property, certain shareholders surrendered 142,950,000 common shares of the Company. As a result of the Company’s cancellation of these shares, the Company’s outstanding shares of common stock decreased to 49,737,000. During the year ended December 31, 2012 the Company issued 1,334,000 shares in a private placement, issued 550,000 shares for services received, issued 323,928 shares under an equity credit line financing, and issued 556,182 shares resulting from the exercise of warrants, bringing the total outstanding shares to 52,501,110. During the six months ended June 30, 2013 the Company issued 1,676,072 shares under an equity credit line financing, issued 203,333 shares in exchange for services, and issued 248,298 shares on note conversions, bringing the total outstanding shares to 54,628,813.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As at June 30, 2013 the Company has a working capital deficiency of $657,465 and has accumulated losses of $5,515,554 since inception and its operations continue to be funded primarily from sales of its stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from an equity line of credit to continue the exploration for mineral resources (see Note 13). The ability of the Company to continue as a going concern, including completion of the acquisition, exploration and development of its mineral properties is dependent on the Company’s ability to obtain the necessary financing from sales of its stock financings. The 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 the Company be unable to continue as a going concern.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31.

Interim Financial Statements
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed on March 29, 2013, with the SEC.

The interim financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as at June 30, 2013 and the results of its operations and cash flows for the six months ended June 30, 2013 and June 30, 2012. The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2013.
 
 
 

 
F-6

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, deferred income tax asset valuations, asset retirement obligations, financial instrument valuations, share based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred.

Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Mineral Property Costs
The Company is in the exploration stage and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are capitalized.  The Company assesses the carrying costs for impairment, whenever events or changes in circumstances indicate that the carrying cost may not be recoverable under ASC 360, Property, Plant, and Equipment at each reporting date. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 
 

 
F-7

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Asset Retirement Obligations
The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at June 30, 2013, the Company has not incurred any asset retirement obligation related to the exploration of its mineral property option.

Comprehensive Loss
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the periods ended June 30, 2013 and December 31, 2012, the Company had no items that represent other comprehensive income.

Financial Instruments
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, accounts payable, and due to related parties approximate fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated market rate. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Basic and Diluted Net Loss Per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled approximately 7,538,482 as of June 30, 2013.

Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

 

 
F-8

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

Foreign Currency Matters
In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company does not expect the updated guidance to have an impact on the financial position, results of operations or cash flows.

The Company has implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.  MINERAL PROPERTY OPTIONS

Strong Creek and Iron Mountain Properties
Effective June 30, 2011 and in connection with the entry into an agreement (the “Acquisition Agreement”) with J2 Mining Ventures Ltd. (“J2 Mining”) dated June 13, 2011, the Company completed the acquisition of a 100% right, title and interest in and to a properties (Strong Creek and Iron Mountain) option agreement (the “Option Agreement”) from J2 Mining with respect to an iron ore mineral property located in Albany County, Wyoming by entering into an assignment of mineral property option agreement with J2 Mining and Wyomex LLC (the “Assignment Agreement”), whereby the Company was assigned the 100% right, title and interest in and the Option Agreement from J2 Mining.

The Option Agreement assigned to the Company from J2 Mining on June 30, 2011, was originally entered into on May 26, 2011 between J2 Mining and Wyomex LLC, pursuant to which Wyomex LLC (“Optionor”), granted to J2 Mining, as optionee, an exclusive right and option to acquire 100% undivided legal and beneficial interests in and to certain unpatented lode mining claims, fee lands, leased lands, and other interests in real property situated in Albany County, Wyoming (the “Wyoming Iron Complex”). Pursuant to the Assignment Agreement, J2 Mining agreed to assign all its rights and interests in the property and the Option Agreement, and transfer all of its obligations under the Option Agreement, to the Company.

The term of the option commenced on May 26, 2011 and could be extended for a maximum of six successive one-month periods, at the sole election of the Company, through notice to Wyomex LLC and tender of $5,000 from the Company to Wyomex LLC for each of the first three additional months and $15,000 for each additional month for months four through six. As at June 30, 2013, total payments of $145,000 had been made.

Prior to December 31, 2011, the Company provided written notice to the Optionor of its intent to exercise its option. On April 10, 2012, the Company executed an asset purchase agreement to exercise its option for consideration of $7,000,000, consisting of the following:

 
a)
A cash payment at closing of $85,000 as an initial payment (paid on March 30, 2012);
 
b)
$60,000 of consideration previously paid and received by the Optionor (see above);
 
c)
A $6,855,000 promissory note with an estimated fair value of $1,061,011 on the date of issuance. See Note 6 for details.
 
On April 16, 2013 the Company announced that through a binding letter of intent (“LOI”) the Company has agreed to purchase the Sunrise Iron Mining Complex from New Sunrise, LLC, for a price of $12 million. Sunrise is an iron project located in Platte County, Wyoming, consisting of fee land and patented mining claims aggregating approximately 1400 acres.

In connection with the LOI, Titan paid New Sunrise a non-refundable deposit of $25,000, and Titan shall have 180 days to conduct due diligence investigations of the property. The parties shall enter into a formal Purchase Agreement and Closing shall occur no later than 60 days after the end of the due diligence period. Closing is subject to financing and other customary conditions.

 
 
 
 

 
F-9

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
  
4.  COMMON STOCK

On January 10, 2013, the Company issued 818,930 shares of common stock as the third tranche of Commitment Shares pursuant to the Equity Line of Credit Agreement (Note 13).

On April 15, 2013, the Company issued 857,142 shares of common stock as the fourth tranche of Commitment Shares pursuant to the Equity Line of Credit Agreement (Note 13).

On April 15, 2013 the Company issued 53,333 shares of common stock as finder’s fees for a convertible note.

On May 15, 2013, the Company issued 248,298 shares of common stock to a convertible note holder for partial conversion of the note.

On May 23, 2013, the Company issued 150,000 shares of common stock to a consultant in exchange for investor relations services.

5.  SHARE PURCHASE WARRANTS

         
Weighted Average
 
   
Number of
   
Exercise
 
   
Warrants
   
Price
 
         
$
 
 Balance, December 31, 2010
   
-
     
-
 
 Warrants granted with private placement
   
1,050,000
   
$
0.75
 
                 
 Balance, December 31, 2011
   
1,050,000
     
0.75
 
 Warrants granted with private placement
   
667,000
     
1.00
 
 Warrants issued with convertible debentures
   
758,844
     
0.25
 
 Warrants exercised
   
(758,844
)
   
0.25
 
 Balance, December 31, 2012
   
1,717,000
     
0.85
 
 Balance, June 30, 2013   
   
1,717,000
     
0.85
 

Details of share purchase warrants outstanding as of June 30, 2013 are:

Number of Warrants Outstanding and Exercisable
   
Number
   
Exercise Price per Share
 
Expiry Date
           
 
1,050,000
   
$
0.75
 
June 20, 2014
 
667,000
   
$
1.00
 
January 10, 2015
 
1,717,000
   
$
0.85
   







 

 
F-10

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
6.  PROMISSORY NOTE

On April 10, 2012 the Company entered into a non-interest bearing promissory note in the amount of $6,855,000 with Wyomex Limited Liability Company (“Wyomex”) secured by the Strong Creek and Iron Mountain properties. The note is repayable through advance minimum royalty payments of $62,500 (adjusted for the consumer price index in successive period) commencing six months from the date of closing and after receipt of the initial payment, and every six months thereafter, until the commencement of commercial production from the property. At the commencement of commercial production from the properties, the semi-annual advance minimum royalty shall convert to a 4.5% gross metal value royalty on iron ore and/or other mineral materials produced and sold from the property and, except for events of force majeure, in no event shall the production royalty paid to Wyomex be less than $150,000 in any given calendar year. Repayment of the promissory note may be demanded by Wyomex upon an event of default as defined in the agreement. Upon full settlement of the promissory note, the production royalty shall be reduced, and the Company shall pay Wyomex a gross metal value royalty of 1.5% for all iron product and/or other mineral materials mined and sold from the property. The estimated fair value of the note (assuming an imputed 14.03% interest rate) was calculated to be $1,061,011 on April 10, 2012. The Company recorded accretion expense of $113,394 and made a payment of $63,562 in the year ended December 31, 2012. As of June 30, 2013, the carrying value of the promissory note is $1,185,199.

At June 30, 2013, estimated contractual principal payments due on the promissory note for the next five years are as follows:

March 31, 2014
   
128,945
 
March 31, 2015
   
132,189
 
March 31, 2016
   
135,515
 
March 31, 2017
   
138,924
 
March 31, 2018
   
142,418
 
Total
 
$
677,991
 

7.  STOCK-BASED COMPENSATION

On November 22, 2011, the Board of Directors approved a stock option plan (“2011 Stock Option Plan”), the purpose of which is to enhance the Company’s stockholder value and financial performance by attracting, retaining and motivating the Company’s officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company’s success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company.   The aggregate number of options authorized by the plan shall not exceed 9,947,400 common shares of the Company. 

During the year ended December 31, 2011, the Company granted 3,450,000 and 500,000 stock options at an exercise price of $0.84 per share for 10 years and 3 years respectively. During the year ended December 31, 2012, the Company granted 1,000,000 stock options at an exercise price of $0.20 for 10 years. During the year ended December 31, 2012, the Company recorded stock-based compensation of $2,133,251 related to the vesting period for these stock options.

During the six months ended June 30, 2013, the Company granted 1,700,000 stock options at an exercise price of $0.067 per share for 10 years.. During the six months ended June 30, 2013 the Company recorded stock based compensation $340,316 related to the vesting period for these options.

The following table summarizes the options outstanding as at June 30, 2013:

   
Option Price
       
Expiry Date
 
Per Share
   
Number
 
December 21, 2021
   
0.84
     
3,450,000
 
December 21, 2014
   
0.84
     
500,000
 
June 21, 2022
   
0.20
     
1,000,000
 
June 25, 2013
   
0.067
     
1,700,000
 
     
0.55
     
6,650,000
 

 
 
 

 
F-11

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
7.  STOCK-BASED COMPENSATION  (CONTINUED)
 
The following table summarizes the continuity of the Company’s stock options:
   
Number of Options
   
Weighted Average Exercise Price
   
Weighted-Average Remaining Contractual Term (years)
   
Aggregate Intrinsic Value
 
         
$
           
$
 
                             
                             
Outstanding, December 31, 2010
   
-
     
-
     
-
     
-
 
                                 
Options granted
   
3,950,000
     
0.84
     
-
     
-
 
Outstanding, December 31, 2011
   
3,950,000
     
0.84
     
8.08
     
869,000
 
                                 
Options granted
   
1,000,000
     
0.20
     
9.48
     
-
 
Outstanding, December 31, 2012
   
4,950,000
     
0.71
     
8.37
     
10,000
 
                                 
Options granted
   
1,700,000
     
0.067
     
9.99
     
-
 
Outstanding, June 30, 2013
   
6,650,000
     
0.71
     
7.86
     
-
 
Exercisable, June 30, 2013
   
6,400,000
     
0.55
     
8.42
     
-
 

As at June 30, 2013, there was no unrecognized compensation cost related to non-vested stock options.

8.  COMMITMENTS

On June 30, 2011, the Company entered into an employment agreement with an officer to serve as President and Chief Executive Officer of our company for a term of two years with automatic renewals for similar two year periods pursuant to the terms of the agreement.  Under the agreement, the officer receives monthly remuneration at a gross rate of $15,000. The Company can terminate the agreement within 60 days of notice. If the executive is terminated without cause, the executive shall be entitled to one month’s severance pay for each one month of service up to a maximum of two years. The officer shall also be entitled to receive 2.4 million options to purchase shares of the Company’s common stock pursuant to the Company’s Stock Option Plan, with 1.0 million of the options being granted in calendar year 2011 (completed) and 1.4 million options (800,000 options granted) being granted after December 31, 2011.

On June 30, 2011, the Company entered into consulting agreements with a management company managed by the CEO, for consulting fee of $2,500 per month to provide office space and administrative services. The Company can terminate the agreement within 15 days written notice. The agreement commences on June 30, 2011 for a one year period and shall automatically renew from year to year unless terminated.

On June 30, 2011, the Company entered into a consulting agreement with a firm to provide the services of the company’s Vice President, Exploration, who will provide and perform for the benefit of our company certain geological advisory services as may be requested by our company. Under the agreement, the firm receives monthly compensation at a gross rate of $6,000. The Company can terminate the consulting agreement at any time. The agreement commences on June 30, 2011 and shall automatically renew from year to year unless terminated.

On June 30, 2011, the Company entered into a consulting agreement with a consulting firm who will provide and perform for the benefit of our company certain geological, engineering, marketing and project management services as may be requested by our company at monthly rate of $8,000. The Company can terminate the consulting agreement at any time. The agreement commences on June 30, 2011 and shall automatically renew from year to year unless terminated.

On May 21, 2013, the Company entered into a consulting agreement with Empire Relations Group Inc. (“Empire) to be effective June 1, 2013 whereby Empire will provide financial and public relations services for an immediate cash payment of $4,000 (paid), cash payments of $4,000 and $5,500 on August 30, 2013 and September 29, 2013, respectively, if the agreement is not terminated, 150,000 restricted common shares, and pre-approved, out of pocket expenses of Empire.  This agreement is for 5 months, subject to early termination.
 

 
 

 
F-12

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
9.  RELATED PARTY TRANSACTIONS AND BALANCES

During the year ended December 31, 2011 the Company advanced $25,000 to a management firm managed by the Company’s CEO. During the six months ended June 30, 2013 the Company advanced $10,000 to this management firm and $35,000 was outstanding as at June 30, 2013. This advance for expenses to be incurred on the Company’s behalf was recorded as prepaid expenses.
 
During the six months ended June 30, 2013 the Company incurred $15,000 in management fees (2012: $15,000) to the management firm managed by the Company’s CEO with such costs being recorded as general and administrative costs.

During the six months ended June 30, 2013 the Company incurred $185,478 in management fees to officers and directors of the Company (2012: $187,827) with such costs being recorded as general and administrative costs. As at June 30, 2013, the Company owed $42,289 to officers for unreimbursed expenses and accrued management fees (December 31, 2012: $6,479).

 The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties.

10.  FAIR VALUE MEASUREMENT

ASC 820, Fair Value Measurements and Disclosures require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2
Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, cash is based on "Level 1" inputs. The Company believes that the recorded values of accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated current market rate for similar instruments.
 
 
 
 

 
F-13

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
10.  FAIR VALUE MEASUREMENT (CONTINUED)

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of June 30, 2013, as follows:
 
   
Fair Value Measurements Using
       
                         
   
Quoted Prices in
   
Significant
             
   
Active Markets
   
Other
   
Significant
       
   
For Identical
   
Observable
   
Unobservable
   
Balance as of
 
   
Instruments
   
Inputs
   
Inputs
   
June 30,
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
2013
 
   
$
     
$
     
$
     
$
   
                                 
Assets:
                               
Cash
   
12,255
     
     
     
12,255
 

As at June 30, 2013, there were no liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet.

11.  MINERAL PROPERTY EXPLORATION COSTS

During the six months ended June 30, 2013 and 2012 the following project costs were incurred:
 
   
Six months Ended June 30, 2013
   
Six months Ended June 30, 2012
 
             
Strong Creek and Iron Mountain:
           
Technical Report
 
$
-
   
$
36,584
 
Mapping
   
180
     
-
 
Drilling
   
-
     
11,305
 
Travel
   
1,000
     
10,907
 
Aeromagnetic Survey
   
-
     
10,000
 
Lease Payments
   
6,000
     
2,000
 
                 
TOTAL
   
7,180
     
70,796
 
 
12.  CONVERTIBLE DEBENTURES
 
On October 18, 2012, the Company entered into securities purchase agreements with two investors and issued convertible debentures with a face value of $235,300, maturing October 18, 2013. The Company received net proceeds of $200,000 representing a 15% discount on the debentures. The debentures bear interest at 5% per annum and are to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The debenture holders have the right to convert any unpaid principal portion and accrued interest at a conversion price per share equal to the lower of (i) $0.27 per share during the six months following the closing date, and $0.35 per share thereafter, or (ii) 70% of the daily VWAP of the Company’s common stock for the 10 trading days preceding a conversion date. The holders must not convert more than 30% of the initial principal sum into shares of the Company’s common stock at a price below $0.15 per share during any calendar month and must not convert more than 20% of the original principal sum into shares of the Company’s common stock at a price below $0.11 per share during any calendar month. Pursuant to the debenture agreement, the Company issued 705,901 common stock purchase warrants to the debenture holders as interest expense. Each warrant is exercisable into one share of common stock at $0.25 per share for 3 years. In the event that there is no effective registration statement which registers the resale by the warrant holder of the shares underlying the warrants, the warrants may be exercised by means of a cashless exercise. On October 26, 2012, the Company issued 517,835 restricted shares of common stock on a cashless basis pursuant to the exercise of these warrants.
 
In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $200,000 were allocated based on the relative fair values of the convertible debenture and the warrants at time of issuance.  The Company allocated $116,375 of the net proceeds to the warrants and recorded an equivalent discount.  The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $83,125 as additional-paid-in capital and an equivalent discount.

 

 
F-14

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
12.  CONVERTIBLE DEBENTURES (CONTINUED)
 
The Company recognized total discounts of $199,500, reducing the carrying value of the convertible debenture to $500.  The discount is being accreted over the term of the convertible debenture to increase the carrying value to the face value of $235,300. During the period ended December 31, 2012, the Company recorded accretion of discount of $1,331 increasing the carrying value of the convertible debentures to $1,831.
 
On April 17, 2013, the Company repaid $120,003 in principal and $2,975 in interest. In accordance with ASC 470-20, the Company recognized unamortized discount of $114,215 as accretion expense upon the partial conversion of the note.

On May 15, 2013, the Company issued 248,298 shares of common stock upon the conversion of $15,000 in principal and $415 in interest. In accordance with ASC 470-20, the Company recognized unamortized discount of $13,725 as accretion expense upon the partial conversion of the note.

During the period ended June 30, 2013, the Company recorded accretion of discount of $24,435 increasing the carrying value of the convertible debentures to $19,203.
 
In connection with the convertible debentures, the Company paid finder’s fees consisting of $18,000 and the issuance of 52,943 finder’s warrants with a fair value of $23,389. The Company also incurred transaction costs of $31,126 related to the issuance of convertible debentures. These costs have been allocated between debt and equity based on the relative fair values. The finder’s fees have been included in debt issue costs and are being amortized over the term of the convertible debentures.

On April 1, 2013, the Company entered into a securities purchase agreement with Asher Enterprises Inc. (“Asher”), pursuant to which the Company sold to Asher a $53,000 face value 8% convertible note (“Asher Note”) with a maturity date of January 1, 2014. Interest accrues daily on the outstanding principal amount of the Asher Note at a rate per annual equal to 8% on the basis of a 365-day year. The Asher Note is convertible, in whole or in part, into common stock beginning six months after the issue date, at the holder’s option, at a 40% discount to the average of the five lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Asher Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the issue date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the issue date, (iii) 140% if prepaid 91 days following the closing through 120 days following the issue date, (iv) 150% if prepaid 121 days following the issue date through 180 days following the issue date, and (v) 175% if prepaid 181 days following the issue date through the  maturity date. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the Asher Note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. Asher does not have the right to convert the Asher Note, to the extent that Asher and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. The Company paid Asher $3,000 for its legal fees and expenses, and paid a 3rd party broker a $5,000 commission on the net amount received from Asher. The finder’s fees have been included in debt issue costs and are being amortized over the term of the convertible debenture.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $33,648 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $19,352.  The discount is being accreted over the term of the convertible debenture to increase the carrying value to the face value of $53,000.

During the period ended June 30, 2013, the Company recorded accretion of discount of $7,572 increasing the carrying value of the convertible debentures to $26,924.
 
 

 
F-15

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
12.  CONVERTIBLE DEBENTURES (CONTINUED)

On April 2, 2013, the Company entered into a securities purchase agreement with GCA Strategic Investment Fund Limited (“Global”), pursuant to which the Company sold to Global a $235,000 face value, non-interest bearing convertible bridge note (“Global Note”) with a maturity date of September 20, 2013. The Global Note is convertible, in whole or in part, into common stock at any time after the issuance date, at the holder’s option, at a conversion price equal to the lesser of (i) 100% of the volume weighted average sales prices (“VWAP”), as reported by Bloomberg LP for the five (5) trading days immediately preceding the closing, and (ii) 70% of the average daily VWAPs for the common stock on the trading market during the ten (10) consecutive trading days immediately preceding the applicable conversion date. Global may not convert more than 33 1/3% of the initial principal amount into shares of common stock at a price below $0.08 during any calendar month. In the event the Company elects to prepay the Global Note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The Global Note also contains a mandatory partial prepayment requirement should the Company obtain certain future net financings in excess of $300,000, and under other conditions. In connection with the Global securities purchase agreement, the Company agreed to prepare and file on or before the 30th day following the date of the securities purchase agreement a registration statement on form S-1 or otherwise covering the resale of the conversion shares  under the Global Note. Subject to the limitations imposed by the SEC in accordance with Rule 415, Global shall have the right to sell the conversion shares under the registration statement. The Global Note contains certain penalties and liquidated damages provisions if the registration statement is filed by the Filing Date or not declared effective by the SEC within 90 days of the filing date. Global does not have the right to convert the note, to the extent that Global and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock.

The Company paid Global $15,000 for its legal fees and expenses, which has been included in deferred financing costs and is being amortized over the term of the term of the convertible debenture. The Company also paid a 3rd party broker a $20,000 commission on the net amount received from Global and 53,333 shares of restricted common stock based on 4% of the net amount received calculated at $0.15 per share. The finder’s fees have been included in debt issue costs and are being amortized over the term of the convertible debenture.
 
The Company recognized the intrinsic value of the embedded beneficial conversion feature of $33,648 as additional-paid-in capital and an equivalent discount. The Company recognized total discounts of $130,883, reducing the carrying value of the convertible debenture to $104,117.  The discount is being accreted over the term of the convertible debenture to increase the carrying value to the face value of $235,000.

During the period ended June 30, 2013, the Company recorded accretion of discount of $54,460 increasing the carrying value of the convertible debenture to $158,577.

On June 26, 2013, the Company entered into a one year Promissory Note (the “JMJ Note”) with JMJ Financial (“JMJ”). The JMJ Note provides for tranches of financing of up to $275,000 in the aggregate and all amounts funded by JMJ bear a 10% Original Issue Discount (“OID”) fee , and are interest-free for 90 days from date of each funding, following which said amounts bear a one-time interest charge of 12%.  The Company has the right to prepay without penalty the amount of any funding within 90 days. JMJ has funded $75,000 at closing on June 26, 2013, (the “Initial Funding”). The parties must mutually agree on any additional amounts beyond the Initial Funding to be furnished under the provisions of the JMJ Note. The term of each funding under the JMJ Note is one year (the “JMJ Maturity Date”), upon which the outstanding principal amount for each funding is payable. Amounts funded plus OID and interest under the JMJ Note are convertible into common stock at any time after the issuance date, at the holder’s option, at a conversion price equal to the lesser of (i) $0.07, and (ii) 60% of the average of the two lowest closing prices in the 20 trading days previous to the conversion. JMJ does not have the right to convert the JMJ Note, to the extent that JMJ would beneficially own in excess of 4.99% of our outstanding common stock. The Company paid no legal fees, expenses, or commissions on the net amount received from JMJ.

The Company recognized the intrinsic value of the embedded beneficial conversion feature of $65,993 as additional-paid-in capital and an equivalent discount. The Company recognized total discounts of $74,326, reducing the carrying value of the convertible debenture to $9,007.  The discount is being accreted over the term of the convertible debenture to increase the carrying value to the face value of $83,333.

During the period ended June 30, 2013, the Company recorded accretion of discount of $292 increasing the carrying value of the convertible debenture to $9,298.
 

 

 
F-16

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
13.  EQUITY LINE OF CREDIT
 
On October 18, 2012, the Company entered into a securities purchase agreement (the “Equity Line of Credit Agreement”) with Ascendiant Capital Partners, LLC (“Ascendiant”), as amended on January 9, 2013, pursuant to which the Company may sell and issue to Ascendiant, and Ascendiant is obligated to purchase, up to $10,000,000 in value of its shares of common stock from time to time over a 36 month period.
 
The Company will determine, at its own discretion, the timing and amount of its sales of stock, subject to certain conditions and limitations. Shares will be priced at the lesser of a 10% discount from the volume weighted average price ("VWAP") for the Company's common stock during the five consecutive trading days following a sales notice and the price that is $0.01 per share below the VWAP on the date in question, but are limited to $250,000 per pricing period or result in the investor beneficially owning more than 9.99% of the then outstanding common stock. The Company can terminate the equity line at any time.
 
Pursuant to the terms of the Equity Line of Credit Agreement, the Company agreed to issue the following shares of common stock (the “Commitment Shares”):
 
 
·
150,015 shares of common stock no later than 30 days following the agreement date (issued on October 22, 2012);
 
 
·
On the trading day (the “Second Payment Date”) which is 30 calendar days following the agreement date, 173,913 shares of common stock, being equal to 0.5% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Second Payment Date (issued on November 19, 2012);
 
 
·
On the trading day (the “Third Payment Date”) which is 30 calendar days following the agreement date, a number of shares of common stock equal to 1% of $10,000,000 divided by $0.175, provided that, if the number of Commitment Shares to be delivered to Ascendiant on the Third Payment Date causes Ascendiant to receive an aggregate number of Commitment Shares (as of the Third Payment Date) of less than 2% of $10,000,000, then additional Commitment Shares are to be issued to Ascendiant on the Third Payment Date so that it has received an aggregate number of Commitment Shares (as of the Third Payment Date) of at least 2% of $10,000,000. The parties agreed that the number of shares to be issued pursuant to this was 818,930 shares of common stock (issued on January 10, 2013);
 
 
·
On the trading day (the “Fourth Payment Date”) in which the Company has received at least $1,000,000 in aggregate up on drawdowns, a number of shares of common stock equal to 0.5% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Fourth Payment Date; and
 
 
·
on the trading day (the “Fifth Payment Date”) in which the Company has received at least $2,000,000 in aggregate up on drawdowns, a number of shares of common stock equal to 0.5% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Fifth Payment Date.
 
At June 30, 2013, the fair value of the commitment shares issued of $182,209 for the First and Second Payment Dates, $180,082 for the value of the commitment shares for the Third Payment Date, and $68,571 for the value of the commitment shares for the Fourth Payment Date plus the direct expenses of $44,377 have been included in deferred financing costs and will be amortized over the Equity Line of Credit Agreement.
 
On January 9, 2013, the Company entered into an amendment to the Securities Purchase Agreement with Ascendiant Capital Partners, LLC ("Ascendiant") amending the Securities Purchase Agreement dated October 18, 2012 with Ascendiant to modify the date of the issuance of and the price for the third payment of shares of our common stock (the "Commitment Shares") to be issued to Ascendiant in consideration for agreeing to the terms of the Securities Purchase Agreement dated October 18, 2012.
  
 
 

 
F-17

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
13.  EQUITY LINE OF CREDIT (CONTINUED)
 
Pursuant to the this amendment to the Securities Purchase Agreement, the parties amended the price of the third payment of the Commitment Shares to $0.175 from 95% of the daily volume weighted average price of our common stock during the ten trading days prior to the issuance of these Commitment Shares. Accordingly, the Company agreed that the number of the Commitment Shares to be issued as the third payment was 818,930 shares and issued these shares on January 10, 2013.
 
On February 19, 2013, the Company entered into a First Amended and Restated Securities Purchase Agreement (the "Amended Equity Line of Credit Agreement") with Ascendiant Capital Partners, LLC ("Ascendiant") whereby the parties amended the Securities Purchase Agreement dated October 18, 2012, as amended on January 9, 2013 (the "Original Equity Line of Credit Agreement") with Ascendiant:
 
The Amended Equity Line of Credit Agreement made, among other things, the following changes to the Original Equity Line of Credit Agreement:
 
1. The purchase price of the shares of our common stock to be sold to Ascendiant is no longer based on the pricing period following the date of a draw down notice. Instead, it is to be the lesser of (i) 75% of the volume weighted average price on the date of delivery of the draw down notice and (ii) 75% of the closing price of the last transaction on the date of delivery of the draw down notice as long as such price is within the bid and offer at the close (if such transaction is not within the bid and offer at the close, then the next most recent transaction will be selected until one is located that is within the bid and offer at close);
 
2. The maximum dollar amount as to each draw down is to be equal to (i) 20% of the average daily trading volume during the 7 trading days immediately prior to the date of the draw down notice, eliminating the 2 days with the greatest trading volume and the 2 days with the least trading volume, multiplied by (ii) the volume weighted average price on the trading day immediately prior to the date of the draw down notice; provided, however, no draw down can exceed $25,000. Only one draw down will be allowed on each trading day; and
 
3. The draw down notices can be given, beginning on the 20th trading day following the effective date of the initial registration statement to be filed pursuant to the First Amended and Restated Registration Rights Agreement dated February 19, 2013 with Ascendiant and every regular, full  (non-holiday) trading day thereafter for a period of 36 months. The threshold price for exercising the draw downs was increased to $0.0375 from $0.01.
 
On April 2, 2013 the Company entered into a First Amendment to the First Amended and Restated Securities Purchase Agreement (the "Amended Equity Line of Credit Agreement") with Ascendiant Capital Partners, LLC ("Ascendiant") dated February 19, 2013:

This amendment made, among other things, the following change to the Amended Equity Line of Credit Agreement:

The parties have agreed to increase the number of Initial Commitment Fee Shares set forth in Section 4.16 of the First Restatement to Two Million (2,000,000) shares of Issuer’s Common Stock. The parties acknowledged the prior issuance of 1,142,858 shares, and the Company agreed to issue an additional 857,142 shares which were issued on April 15, 2013.  At June 30, 2013, direct expenses of $7,624 have been included in deferred financing costs and will be amortized over the Share Purchase Agreement

On June 26, 2013, the registration statement was declared effective by the SEC. As at June 30, 2013, the Company has not drawn down on its equity line of credit as it must wait twenty business days under the agreement.
 
 
 
 
 
 

 
F-18

 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2013
(Expressed in US dollars)
 
14.  SUBSEQUENT EVENTS

On of July 1, 2013, the Company entered into a securities purchase agreement (the “Asher SPA”) with Asher Enterprises Inc. (“Asher”), pursuant to which the Company sold to Asher a $42,500 face value 8% Convertible Note (the “Asher Note”) with a term to March 20, 2014 (the “Asher Maturity Date”). Interest accrues daily on the outstanding principal amount of the Asher Note at a rate per annual equal to 8% on the basis of a 365-day year. The principal amount of the Asher Note and interest is payable on the Asher Maturity Date. The Asher Note is convertible, in whole or in part, into common stock beginning six months after the issue date (July 1, 2013) (the “Issue date”), at the holder’s option, at a 40% discount to the average of the five lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the Issue Date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the Issue Date, (iii) 140% if prepaid 91 days following the closing through 120 days following the Issue Date, (iv) 150% if prepaid 121 days following the Issue Date through 180 days following the Issue Date, and (v) 175% if prepaid 181 days following the Issue Date through the Asher Maturity Date. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. Asher does not have the right to convert the Note, to the extent that Asher and its affiliates would beneficially own in excess of 4.99% of our outstanding common stock. Asher has a right of first refusal to participate in future financings below $45,000 for a period of 12 months. The Company paid Asher $2,500 for its legal fees and expenses, and paid a 3rd party broker a 10% commission on the net amount received from Asher.

On July 17, 2013 Global Capital Advisors converted $10,000 of the convertible note and the Company issued 200,000 shares of common stock at a price of $0.05.

On July 25, 2013 The Marie Baier Foundation converted $31,011 of the convertible note and the Company issued 587,941 shared of commons stock at a price of $0.05.

 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
F-19

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS
 
Forward-Looking Information
 
This report contains forward-looking statements.  Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations.  In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology.  Examples of forward-looking statements made in this report include statements about:

 
·
our future exploration programs and results;
 
·
our future capital expenditures; and
 
·
our future investments in and acquisitions of mineral resource properties.
 
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:
 
·
risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;
 
·
risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;
 
·
risks and uncertainties that the mineral deposits will never constitute proven and probable reserves which can be developed and mined economically;
 
·
mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes, permitting, or other unanticipated difficulties with or interruptions and delays in development and production;
 
·
the potential for delays in exploration activities;
 
·
risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses in exploration, development and production which are beyond the capacity of our company to manage;
 
·
risks related to commodity price fluctuations;
 
·
the uncertainty of an unproven business plan and lack of revenue generation and profitability based upon our limited history;
 
·
substantial risks inherent in the establishment of a new business venture since our company is at a very early stage;
 
·
risks and uncertainties inherent in mineral exploration ventures which by their very nature face a high risk of business failure;
 
·
risks related to intense competition in the mineral exploration and exploitation industry which causes our company to have to compete with our company’s competitors for financing and for qualified managerial and technical employees;
 
·
risks related to the engagement of our company’s directors and officers and key consultants in other business activities whereby they may not have sufficient time to attend to our company’s business affairs;
 
·
risks related to failure to obtain adequate financing and additional capital on a timely basis and on acceptable terms for our planned exploration and development;
 
·
risks related to environmental regulation and liability, and the ability to secure necessary governmental permits, consents and approvals;
 
·
risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
 
·
risks related to tax assessments;
 
·
political, community, regulatory and permitting risks associated with mining exploration, development and production ; and
 
·
the risks in the section entitled “Risk Factors”.
 



 
2

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued
 
Any of these risks could cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements contained in this report.
 
While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this report, the terms “we”, “us”, “our” and “our company” mean Titan Iron Ore Corp. unless the context clearly indicates otherwise.
 
Corporate Overview
 
We were incorporated in the State of Nevada on June 5, 2007. Our plan after our inception on June 5, 2007 was to produce user-friendly software that creates interactive digital yearbook software for schools and allows them to create and burn their own interactive digital yearbooks on CD/DVD.
 
Effective June 15, 2011, we completed a merger with our subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in our name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.”
 
Also effective June 15, 2011, we effected a 37 to one forward stock split of our authorized and issued and outstanding common and preferred stock.  As a result, our authorized capital increased from 100,000,000 shares of common stock with a par value of $0.0001 to 3,700,000,000 shares of common stock with a par value of $0.0001 of which 5,151,000 shares of common stock outstanding increased to 190,587,000 shares of common stock. Subsequently, on June 20, 2011, we issued 2,100,000 common shares pursuant to a private placement unit offering, increasing the number of shares of common stock outstanding to 192,687,000.
 
Effective June 30, 2011 and in connection with the closing of the Acquisition Agreement, as defined below under the heading “Acquisition Agreement”, Ohad David, Ruth Navon and Service Merchant Corp. (the “Vendors”), entered into an affiliate stock purchase agreement, whereby, among other things, the Vendors surrendered 142,950,000 common shares for cancellation.
 
On October 18, 2012 we entered into agreements to secure up to $10 million in equity line financing. Separately on the same date, we also received $200,000 in funding from convertible debentures. On April 2, 2013, we received another $288,000 in convertible note financings and retired 51% of the previous convertible debentures. On June 26, 2013 we received an additional $83,333 in convertible note financing. On July 1, 2013 we received an additional $42,500 in convertible note financing.
 
Acquisition Agreement for Wyoming Iron Complex
 
Effective June 30, 2011 and in connection with the entry into an agreement (the “Acquisition Agreement”) with J2 Mining Ventures Ltd. (“J2 Mining”) dated June 13, 2011 and attached as Exhibit 10.1 to our Current Report on Form 8-K filed June 16, 2011, we completed the acquisition of a 100% right, title and interest in and to a properties option agreement (the “Option Agreement”) from J2 Mining with respect to iron ore mineral properties located in Albany County, Wyoming, by way of entering an assignment of mineral property option agreement with J2 Mining and Wyomex LLC (the “Assignment Agreement”), whereby our company was assigned 100% of the right, title and interest in and to the Option Agreement from J2 Mining.
 
The Option Agreement assigned to us from J2 Mining on September 30, 2011 was entered into on May 26, 2011 between J2 Mining and Wyomex LLC, pursuant to which Wyomex LLC, as optionor, granted to J2 Mining, as optionee, an exclusive right and option to acquire 100% undivided legal and beneficial interests in and to certain unpatented lode mining claims, fee lands, leased lands, and other interests in real property situated in Albany County, Wyoming (the “Wyoming Iron Complex”). Pursuant to the Assignment Agreement, J2 Mining agreed to assign all its rights and interests in the property and the Option Agreement, and transfer all of its obligations under the Option Agreement, to our company, and our company accepted and agreed to be bound by the terms of the Option Agreement.
 
 
 

 
3

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued
 
The term of the option commenced on May 26, 2011 and was extended for a total of six successive one-month periods, up through and including December 26, 2011, by providing notice to Wyomex LLC and payment of $5,000 for each of the first three additional months and $15,000 for the last three additional months (for a total payment of $60,000). Our company elected to exercise the option on December 21, 2011 by giving Wyomex LLC written notice of such election.
 
On April 10, 2012, we entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with Wyomex LLC whereby we purchased the Wyoming Iron Complex mineral project located in Albany County, Wyoming.
 
The purchase price for the Wyoming Iron Complex is $7,000,000 payable as follows:

 
·
Acknowledgement by Wyomex and credit to us of the sum of US$60,000, previously received by Wyomex for expenses and option payments related to the Wyoming Iron Complex.

 
·
Immediate payment by us to Wyomex of US$85,000, which payment was received by Wyomex on April 1, 2012.

 
·
A promissory note (the “Note”) in the principal amount of US$6,855,000 was executed by us and delivered to Wyomex on April 10, 2012. The Note is interest-free. All Advance Production Payments and Production Payments (defined below) paid to Wyomex will be credited against any outstanding balance of or amounts due under the Note. The Note is secured by a purchase money mortgage (the “Mortgage”).

 
·
Commencing six months from the date of closing and every six months thereafter, we will pay Wyomex, as an advance production payment, the initial amount of $62,500 (the “Advance Production Payment”), as adjusted for inflation, until Commencement of Commercial Production from the Property, which is defined as the first quarter of production in which 4.5 percent of the metal values or gross proceeds from the sales of mineral materials derived from the Wyoming Iron Complex exceeds the amount of the Advance Production Payment. The $62,500 payment due on March 31, 2013 has not been made.

 
·
We assumed all liabilities of Wyomex to make all lease or other payments required following the closing under the mineral lease agreement between Wyomex and Chugwater Iron Company (the “Mineral Lease Agreement”) relating to certain leased real property (the “Leased Real Property”), including payment of real property taxes and payment of the sum of $1,000 per month to be paid as an advance production payment under the Mineral Lease Agreement. We also assumed the responsibility of Wyomex to make the payments to maintain the federal unpatented lode mining claims described below, in the approximate yearly amount of $3,200.

 
·
At the Commencement of Commercial Production, the Advance Production Payment is converted to a 4.5% gross metal value payment (“GMP”) on iron ore, concentrates, and/or other mineral materials produced and sold from the Wyoming Iron Complex by us to unrelated third parties (the “Production Payment”), provided, that for the Leased Real Property, the GMP payable to Wyomex is reduced by 50% such that Wyomex receives a 2.25% GMP on production from such lands, and the owner of the Leased Real Property shall receive the balance or a 2.25% GMP. Except for events of force majeure (including non-operation of the facilities after startup) in no event shall the total Production Payment paid by us to Wyomex and the owner of the Leased Real Property be less than US$150,000 in any given calendar year. All Advance Production Payments and Production Payments, as they relate to Leased Real Property, shall be reduced to Wyomex by the amounts of such payments that must be transmitted to the lessor of the Leased Real Property in accordance with the terms and obligations of the Mineral Lease for the Leased Real Property.

 
 

 
4

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued
 
Subsequent to the payment by us of the full amount of $7 million, the Purchase Price is deemed to be satisfied, and the Production Payment is reduced such that we pay to Wyomex, and the owner of the Leased Real Property, a total GMP royalty of 1.5% for all iron product and/or other mineral materials produced and sold from the Wyoming Iron Complex during the previous month.  The Production Payments due to Wyomex and the owner of Leased Real Property shall be similarly reduced, as provided above, such that Wyomex receives a 0.75% GMP on such assets, and the owner of Leased Real Property shall receive a 0.75% GMP.
 
The Wyoming Iron Complex consist of certain unpatented lode mining claims situated in an unorganized mining district, Albany County, Wyoming, in Sections 14 and 24, Township 19 North, Range 72 West, 6th Principal Meridian, the names of which and the place of record of the location notices thereof in the official records of the county recorder and the authorized office of the Bureau of Land Management.
 
Our Current Business
 
With the entry into the Asset Purchase Agreement with respect to the Wyoming Iron Complex, we abandoned our efforts as an interactive software developer, and we are focusing our efforts in mineral exploration. Our business plan is to proceed with the exploration of the Wyoming Iron Complex consisting of mineral leases on 320 acres and 23 unpatented mining claims aggregating approximately 463 acres located in the county of Albany, Wyoming, USA, and performing due diligence for the possible acquisition of the Sunrise Mine described below.
 
Initial Work Program at Wyoming Iron Complex
 
The initial two phases lasted six to seven months and entailed expenditures of approximately $258,000.
 
The initial phase lasted three months and included:

 
·
Compilation of all existing geological data into one comprehensive data base for each of  the Strong Creek and Iron Mountain Deposits; and

 
·
Development of an additional work program for the properties.

The second phase took a further three to four months. The specific work undertaken included confirmation drilling of existing drill targets to validate historic data (2000 feet).
 
The third phase will involve expansion and infill drilling to expand the resource on the Strong Creek deposit to upgrade and enhance the quality of the resource data base, bulk testing of Iron Mountain Ores to confirm the validity of the Krupp Renn or other pyrometallurgical process as applied to Strong Creek and Iron Mountain ores, bench scale tests on the Strong Creek ores to validate the Hazen /USBM separation  results, and the initiation of a prefeasibility study based on historic and current data. This work program, subject to the receipt of adequate funding, is expected to take at least one year and entail an aggregate expenditure of up to $8 million.
 
Once we complete each phase of exploration, we will make a decision as to whether or not and how we proceed with each successive phase based upon the analysis of the results of that program.
 
Progress
 
On October 13, 2011, we announced a targeted first phase drilling program of 1700 feet at the Strong Creek Property in the Wyoming Iron Complex.  A total of three HQ (2.5 inch diameter) diamond drill holes were completed to duplicate and verify drilling results obtained by Union Pacific Resources [c.  1955], the State of Wyoming [1995], and Radar Acquisitions Limited (2005).  One hole was extended to a depth of 700 feet to explore the vertical potential of the mineralized zone.  All work during this phase was done on the Strong Creek Project, the larger of Titan’s two projects within the Wyoming Iron Complex.  All samples were collected by drill crews with onsite supervision and placed in standard core boxes then transported to the facilities of Wyoming Analytical Laboratories Inc. in Laramie Wyoming.  There, the core samples were cut in half lengthwise, then logged as to rock type, mineralization and structure.  Samples were then taken consisting of one half of the cut core over a five foot interval, bagged and transported to the staff of the laboratory.  There, samples were catalogued in the laboratory’s management system and then taken to their preparation lab where they were crushed, screened and split to obtain a representative sample for analysis.  These representative samples were then sent to Wyoming Analytical Laboratories’ satellite lab in Golden Colorado where they were analyzed using X-Ray Fluorescence [XRF] methodology for Iron, Titanium, and Vanadium. The results of the Phase 1 drilling program are summarized as follows:
 
 

 
5

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued
 
Hole SC - 2011 - 01
From
To
Interval
     
 
feet
feet
feet
Fe2O3
TiO2
V2O5
Total weighted average
0
700
700
19.719%
6.129%
0.117%
 Including  430 ft
70
500
430
19.950%
6.225%
0.119%
 Which itself included 5 ft
350
355
5
26.720%
12.560%
0.155%
Including an additional 196 ft
504
700
196
19.617%
6.110%
0.114%
             
Hole SC - 2011 - 02
From
To
Interval
     
 
feet
feet
feet
Fe2O3
TiO2
V2O5
Total weighted average
0
652
652
16.184%
5.049%
0.090%
 Including  410 ft
0
410
410
17.511%
5.606%
0.433%
 Which itself included
0
258
258
17.839%
5.925%
0.107%
And 65 ft of
340
405
65
18.945%
5.822%
0.118%
Including an additional 30 feet of
550
580
30
21.408%
6.490%
0.104%
             
Hole SC - 2011 - 03
From
To
Interval
     
 
feet
feet
feet
Fe2O3
TiO2
V2O5
Total weighted average
22
597
575
16.947%
4.690%
0.111%
 Including  137 ft of Lower grade
22
137
115
13.559%
2.098%
0.074%
 Including  460 ft Higher Grade