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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-99.1 - TEMPORARY HARDSHIP EXEMPTION - Friendable, Inc.exhibit_99-1.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: September 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: 85,672,280 shares of common stock outstanding as of November 15, 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.
15
   
ITEM 4.  CONTROLS AND PROCEDURES.
15
   
PART II - OTHER INFORMATION
17
   
ITEM 1.  LEGAL PROCEEDINGS
17
   
ITEM 1A.  RISK FACTORS.
17
   
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
25
   
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
25
   
ITEM 4.  MINE SAFETY DISCLOSURES.
26
   
ITEM 5.  OTHER INFORMATION.
26
   
ITEM 6.  EXHIBITS
26
   
SIGNATURES
28
   

 

 
ii

 

PART I - FINANCIAL INFORMATION
 
 
ITEM 1.  FINANCIAL STATEMENTS.


TITAN IRON ORE CORP.

FINANCIAL STATEMENTS

September 30, 2013

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

 
 



 
1

 

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

             
ASSETS
 
September 30,
2013
(unaudited)
   
December 31,
2012
 
             
Current Assets
           
Cash
 
$
12,870
   
$
120,433
 
Prepaid expenses (Note 9)
   
35,000
     
25,000
 
Total current assets
   
47,870
     
145,433
 
                 
Deferred financing costs (Note 13)
   
432,746
     
366,684
 
Debt issue costs (Note 12)
   
15,570
     
32,998
 
Mineral properties (Note 3)
   
1,231,011
     
1,206,011
 
                 
TOTAL ASSETS
 
$
1,727,197
   
$
1,751,126
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
Current Liabilities
               
Accounts payable
 
$
249,829
   
$
60,862
 
Accrued expenses - related party (Note 9)
   
121,276
     
6,479
 
Convertible debentures (Note 12)
   
296,648
     
1,831
 
Current portion of promissory note (Note 6)
   
257,911
     
127,353
 
Total Current Liabilities
   
925,664
     
196,525
 
                 
Promissory note (Note 6)
   
933,342
     
982,159
 
                 
Total Liabilities
   
1,859,006
     
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, 56,713,245 (December 31, 2012 – 52,501,110) shares issued and outstanding (Note 4)
   
5,671
     
5,250
 
Additional paid-in capital
   
6,183,101
     
4,833,170
 
Common stock issuable
   
-
     
171,975
 
Deficit accumulated during the exploration stage
   
(6,320,581
)
   
(4,437,953
)
Total Stockholders' Equity
   
(131,809)
     
572,442
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
1,727,197
   
$
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 September 30, 2013
   
Three Months Ended September 30, 2012
   
Nine months
Ended September 30, 2013
   
Nine months
Ended September 30, 2012
   
Period from June 5, 2007 (Inception) to September 30, 2013
 
   
$
   
$
   
$
   
$
   
$
 
REVENUES
   
-
     
-
     
-
     
-
     
4,855
 
                                         
OPERATING EXPENSES
                                       
    Advertising
   
-
     
657
     
-
     
1,971
     
25,385
 
    General and administrative (Note 9)
   
176,282
     
143,181
     
447,948
     
450,038
     
1,426,432
 
    Impairment of mineral acquisition costs (Note 3)
   
-
     
-
     
-
     
-
     
50,124
 
    Accretion on promissory note (Note 6)
   
207,197
     
37,940
     
497,583
     
75,880
     
610,977
 
    Financing costs
   
101,852
     
-
     
144,888
     
-
     
153,279
 
    Interest expense
   
14,069
     
-
     
20,404
     
-
     
22,789
 
    Investor relations
   
7,097
     
157,249
     
29,491
     
216,590
     
279,224
 
    Professional fees
   
26,307
     
44,725
     
117,979
     
128,718
     
398,874
 
    Mineral property exploration costs (Note 11)
   
8,116
     
62,904
     
15,296
     
133,700
     
508,967
 
    Stock-based compensation (Note 7)
   
96,107
     
433,408
     
436,423
     
1,851,782
     
2,677,446
 
    Travel
   
-
     
2,848
     
4,616
     
12,268
     
20,403
 
                                         
 TOTAL OPERATING EXPENSES
   
637,027
     
882,912
     
1,714,628
     
2,870,947
     
6,173,900
 
                                         
 LOSS FROM OPERATIONS
   
(637,027
)
   
(882,912
)
   
(1,714,628
)
   
(2,870,947
)
   
(6,169,045
)
                                         
OTHER INCOME (EXPENSES)
                                       
    Gain on debt settlement
           
-
             
-
     
17,631
 
    Loss on modification of promissory note
   
(168,000)
     
-
     
(168,000)
                 
    Other income (expenses)
   
-
     
-
     
-
     
-
     
(1,167)
 
                                         
NET LOSS AND COMPREHENSIVE LOSS
   
(805,027
)
   
(882,912
)
   
(1,882,628
)
   
(2,870,947
)
   
(6,152,581
)
                                         
BASIC AND DILUTED LOSS PER SHARE
   
(0.01
)
   
(0.02
)
   
(0.03
)
   
(0.06
)
       
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   
55,709,371
     
51,107,957
     
54,411,421
     
51,034,723
         
 

 
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 SEPTEMBER 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 SEPTEMBER 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
   
-
     
-
     
436,423
     
-
     
-
     
436,423
 
                                                 
Shares issued under equity line (Note 13)
   
1,762,836
     
177
     
252,038
     
(171,975
)
   
-
     
80,240
 
                                                 
Shares issued for services
   
203,333
     
20
     
17,746
     
-
     
-
     
17,766
 
                                                 
Conversion of notes
   
2,245,966
     
224
     
643,724
     
-
     
-
     
643,948
 
                                                 
Net loss for the period ended September 30, 2013
   
-
     
-
     
-
     
-
     
(1,882,628
)
   
(1,882,628
)
                                                 
Balance,  September 30, 2013
   
56,713,245
   
$
5,671
   
$
6,183,101
   
$
-
   
$
(6,320,581
)
 
$
(131,809)
 
 
 
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)
 
   
Nine months Ended
September 30, 2013
   
Nine months Ended
 September 30, 2012
   
Period from June 5, 2007 (Inception) to September 30, 2013
 
Cash Flows from Operating Activities:
                 
Net loss
 
$
(1,882,628
)
 
$
(2,870,947
)
 
$
(6,320,581
)
                         
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
                       
Depreciation expense
   
-
     
-
     
5,833
 
Stock-based compensation
   
436,423
     
1,851,782
     
2,677,446
 
Loss on disposal of assets
   
-
     
-
     
1,167
 
Impairment of mineral property
   
-
     
-
     
50,124
 
Financing costs
   
630,174
     
-
     
638,565
 
Accretion on promissory note
   
113,741
     
75,880
     
227,135
 
Shares issued for services
   
17,766
     
126,500
     
161,766
 
Gain (loss) on debt settlement
   
168,000
     
-
     
150,369
 
Changes in Operating Assets and Liabilities
                       
Decrease (increase) in prepaid expenses
   
(10,000
)
           
(35,000
)
Increase (decrease) in accounts payable
   
15,363
     
41,942
     
81,892
 
Increase (decrease) in accrued expenses – related party
   
114,797
     
16,439
     
130,490
 
Net Cash Provided by (Used in) Operating Activities
   
(396,364
)
   
(758,404
)
   
(2,230,794
)
                         
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)
   
453,500
     
-
     
622,375
 
Repayment of promissory note
   
-
     
-
     
(63,562
)
Repayment of convertible debt
   
(120,000
)    
-
     
(120,000
)
Deferred financing costs
   
19,699
     
-
     
(47,499
)
Net Cash Provided by Financing Activities
   
313,801
     
1,000,500
     
2,470,788
 
                         
Net Increase (Decrease) in Cash
   
(107,563
)
   
157,096
     
12,870
 
                         
Cash– Beginning
   
120,433
     
118,066
     
-
 
                         
Cash– Ending
 
$
12,870
   
$
275,162
   
$
12,870
 
                         
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
   
$
126,500
   
$
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)
SEPTEMBER 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.

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 September 30, 2013 the Company has a working capital deficiency of $877,794 and has accumulated losses of $6,320,581 since inception and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. 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 September 30, 2013 and the results of its operations and cash flows for the nine months ended September 30, 2013. The results of operations for the nine months ended September 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)
SEPTEMBER 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)
SEPTEMBER 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 September 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 September 30, 2013 and September 30, 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 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 8,367,000 as of September 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.

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.

 
F-8

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

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 September 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 December 7, 2012, we filed suit in state court in Albany County, Wyoming against DSS Holdings LLC and Douglas Samuelson (“Samuelson”) to regain preliminary access to our Iron Mountain holdings. This road crosses Samuelson’s property. Samuelson has locked the gate across the road providing access to the Iron Mountain holdings and denied our repeated requests for access. The suit was filed in the District Court of the Second Judicial District in Wyoming, after negotiations between the parties were unsuccessful. Under Wyoming Statute§ 1-26-507, we hoped to gain access to our property in order to conduct studies and collect samples of iron ore from the existing Iron Mountain pit and stockpile in order to evaluate the suitability of these materials to meet the specifications of potential customers.
 
On February 11, 2013, our petition to use the road was denied. We are now pursuing the condemnation efforts and are seeking a second preliminary access hearing.. We have sent a letter to Samuelson as a requirement to condemn an easement over the road under Wyoming Statute§1-26-505 through 1-26-508 and have sent another letter as a precursor to a second preliminary access hearing. The company expects to fully resolve the access issue to allow further exploration.
 
Sunrise Iron
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 had 180 days to conduct due diligence investigations of the property. On October 15, 2013, the parties agreed to extend the agreement to January 15, 2014 on a non exclusive basis. 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.
  
4.  COMMON STOCK
 
Issued during 2013:
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.

On July 17, 2013, the Company issued 200,000 shares of common stock to a convertible note holder for partial conversion of the note.

On July 25, 2013, the Company issued 587,941 shares of common stock to a convertible note holder for partial conversion of the note.

On August 9, 2013, the Company issued 285,714 shares of common stock to a convertible note holder for partial conversion of the note.
 
 

 
F-9

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

On August 15, 2013, the Company issued 346,740 shares of common stock to a convertible note holder for partial conversion of the note.

On August 29, 2013, the Company issued 350,000 shares of common stock to a convertible note holder for partial conversion of the note.

On September 11, 2013, the Company issued 86,764 shares of common stock pursuant to an equity line of credit for proceeds of $3,561.

On September 24, 2013, the Company issued 227,273 shares of common stock to a convertible note holder for partial conversion of the note.

5.  SHARE PURCHASE WARRANTS
 
         
Weighted Average
 
   
Number of
   
Exercise
 
   
Warrants
   
Price
 
         
$
 
 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, September 30, 2013   
   
1,717,000
     
0.85
 
 
Details of share purchase warrants outstanding as of September 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
   

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. As of September 30, 2013, the carrying value of the promissory note is $1,191,253.  During the period ending September 30, 2013, the Company modified the promissory note, resulting in reduction of principal by $200,000 and a loss on modification of promissory note of $168,000.

 

 
 
F-10

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

At September 30, 2013, estimated contractual principal payments due on the promissory note for the next five years are as follows:
 
September 30, 2014
   
257,911
 
September 30, 2015
   
133,842
 
September 30, 2016
   
137,209
 
September 30, 2017
   
140,660
 
September 30, 2018
   
144,199
 
Total
 
$
813,821
 
 
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 nine months ended September 30, 2013, the Company granted 1,700,000 stock options at an exercise price of $0.067 per share for 10 years. During the nine months ended September 30, 2013 the Company recorded stock based compensation $436,423 related to the vesting period for these options.

The following table summarizes the options outstanding as at September 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, 2023
   
0.067
     
1,700,000
 
     
0.55
     
6,650,000
 
 
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, 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, September 30, 2013
   
6,650,000
     
0.55
     
8.15
     
-
 
Exercisable, September 30, 2013
   
6,400,000
     
0.56
     
8.13
     
-
 
 
As at September 30, 2013, the unrecognized compensation cost related to non-vested stock options is $10,596.
 
 
 
 
F-11

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

 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 nine months ended September 30, 2013 the Company advanced $10,000 to this management firm and $35,000 was outstanding as at September 30, 2013. This advance for expenses to be incurred on the Company’s behalf was recorded as prepaid expenses.
 
During the nine months ended September 30, 2013 the Company incurred $22,500 in management fees (2012: $22,500) to the management firm managed by the Company’s CEO with such costs being recorded as general and administrative costs. As at September 30, 2013, the Company owed $61,276 to this management firm.

During the nine months ended September 30, 2013 the Company incurred $308,078 in management fees to officers and directors of the Company (2012: $278,979) with such costs being recorded as general and administrative costs. As at September 30, 2013, the Company owed $60,000 to officers for unreimbursed expenses and accrued management fees (December 31, 2012: $121,276).

 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.
 
 
F-12

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

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.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of September 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
   
September 30,
 
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
2013
 
   
$
     
$
     
$
     
$
   
                                 
Assets:
                               
Cash
   
12,870
     
     
     
12,870
 

As at September 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 nine months ended September 30, 2013 and 2012 the following project costs were incurred:
 
   
Nine months Ended September 30, 2013
   
Nine Months Ended September 30, 2012
 
             
Strong Creek and Iron Mountain:
           
Technical Report
 
$
-
   
$
73,137
 
Mapping
   
180
     
-
 
Claims
   
3,774
     
3,230
 
Drilling
   
1,342
     
11,655
 
Travel
   
1,000
     
20,678
 
Aeromagnetic Survey
   
-
     
20,000
 
Lease payments
   
9,000
     
5,000
 
TOTAL
   
15,296
     
133,700
 
 
 
 
 
F-13

 
 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2013
(Expressed in US dollars)
 
12.  CONVERTIBLE DEBENTURES
 
   
Issuance
 
Principal
   
Discount
   
Carrying Value
   
Interest Rate
 
Maturity Date
  a )
18-Oct-12
    70,297       18,138       52,159       5 %
18-Oct-13
  b )
1-Apr-13
    53,000       15,307       37,693       8 %
1-Jan-14
  b )
1-Jul-13
    42,500       23,648       18,852       8 %
28-Mar-14
  b )
15-Aug-13
    15,500       3,701       11,799       8 %
19-May-14
  b )
23-Aug-13
    27,500       24,879       2,621       8 %
27-May-14
  b )
1-Jul-13
    42,500       23,648       18,852       8 %
28-Mar-14
  c )
2-Apr-13
    218,000       171,267       46,733       0 %
2-Jan-13
  d )
26-Jun-13
    83,333       67,113       16,220       12 %
26-Jun-14
  d )
26-Sep-13
    27,778       27,218       560       12 %
26-Sep-14
  e )
18-Sep-13
    195,000       84,988       110,011       12 %
18-Sep-14
            732,908       436,259       296,648            

a)
During the year-ended December 31, 2012 the Company entered into a convertible debenture agreement with Motivated Minds LLC and The Marie Baier Foundation. The unpaid principal portion and accrued interest on the convertible debt is convertible in whole or in part as follows:
 
·
Conversion price per share equal to the lower of :
 
(i)
$0.27 per share between October 18, 2012 and April 18, 2013 and $0.35 per share thereafter
 
(ii)
70% of the daily average price of the Company’s common stock for the 10 trading days preceding the 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 convertible 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 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.
 
b)
The Company entered into several convertible promissory notes (“Asher Notes”) with Asher Enterprises Inc. (“Asher”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 60% of the average price of the lowest 5 day trading days during the 10 trading days preceding the conversion. The Asher Notes cannot be converted, to the extent that Asher Enterprises Inc. and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock.

The convertible debenture may be repaid by the Company as follows:
 
·
Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 60 days beginning on the issuance date;
 
·
Outstanding principal multiplied by 135% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 61 days following the issuance date and ending on the date that is 90 days following the issuance date;
 
·
Outstanding principal multiplied by 140% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 120 days following the issuance date;
 
·
Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 121 days following the issuance date and ending on the date that is 180 days following the issuance date;
 
·
Outstanding principal multiplied by 175% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance 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 Notes becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest.
 
 
 
F-14

 
 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2013
(Expressed in US dollars)
 
12.  CONVERTIBLE DEBENTURES (continued)
 
c)
On April 2, 2013, the Company entered into a convertible bridge note with GCA Strategic Investment Fund Limited. On September 30, 2013 the Company entered in a letter agreement with GCA Strategic Investment Fund Limited, in which the original maturity date of September 20, 2013 was extended to January 2, 2014. The remaining principal balance was agreed to be $218,000.

The unpaid principal portion and accrued interest on the convertible bridge note is convertible in whole or in part as follows:
 
·
Conversion price per share equal to the lower of :
 
(i)
100% of the average price of the Company’s common stock for the 5 trading days preceding the conversion days
 
(ii)
70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date.
 
·
The holders must not convert more than 33 1/3%  of the initial principal sum into shares of the Company’s common stock at a price below $0.08 per share during any calendar month.

Global does not have the right to convert the convertible bridge note, to the extent that Global and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock.

In the event the Company elects to prepay the convertible bridge note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The convertible bridge 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.

d)
During the period ended September 30, 2013 the Company entered into a one year promissory note with JMJ Financial. The total amount that may be borrowed is $275,000, which includes an upfront fee of 10%. No interest will be applied to the principal balance for the first 90 days after cash advance. After the first 90 days, an interest charge of 12% will be immediately applied to the principal and the 10% upfront fee.

On delivery of consideration, the lender may convert all or part of the unpaid principal and upfront fee into common stock at its sole discretion. All balances outstanding have a variable conversion price equal to the lesser of $0.07 or 60% of the market price. The market price is defined as the lowest trade price in the 25 days prior to the conversion date. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion.

After the expiration of 90 days following the delivery date of any consideration, the Company will have no right of prepayment.

e)
During the period ended September 30, 2013 the Company entered into a convertible debenture agreement with Magna LLC.

The unpaid principal portion on the convertible debenture is convertible in whole or in part as follows at a conversion price equal to 80% of the average price of the Company’s common stock for the 5 trading days preceding the conversion day. The holders must not convert more than 300%  of the average daily dollar volume  in the 10 day trading period ending on the day that the holder elects conversion.

During the period ended September 30, 2013, $88,201 (2012 - $nil) of convertible debentures were settled by issuing 2,245,966 (2012 - nil) shares of common stock of the Company.

During the period ended September 30, 2013, $120,003 (2012 - $nil) of convertible debentures were settled through payment of cash.

During the period ended September 30, 2013, the Company incurred $nil (2012 - $31,126) in transaction costs in connection with the issuance of the convertible debentures, which has been recorded as a reduction to the carrying values of convertible debentures.
 

 
 
 
 
F-15

 
 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 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, February 19, 2013 and April 2, 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 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). 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. 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) and an additional 857,142 shares (issued on April 15, 2013);
 
 
·
On the trading day (the “Second Payment Date”) which is 30 calendar days following the agreement date, 173,913 shares of common stock, (issued on November 19, 2012);
 
 
·
On the trading day (the “Third Payment Date”) which is 30 calendar days following the agreement date, 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 September 30, 2013, the fair value of the commitment shares issued of $165,916 for the First and Second Payment Dates, $163,980 for the value of the commitment shares for the Third Payment Date, and $62,440 for the value of the commitment shares for the Fourth Payment Date plus the direct expenses of $59,377 have been included in deferred financing costs and will be amortized over the Equity Line of Credit Agreement.
 
At September 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.  On September 12, 2013 the Company issued 86,764 shares of common stock under the equity line at an average price of $0.0423 for proceeds of $3,671.
 
 14.  SUBSEQUENT EVENTS
 
 
a)
On October 2, 2013, the Company closed a securities purchase agreement with Hanover Holdings, LLC (“Hannover”) pursuant to which the Company sold to Hanover a $76,500 face value, 12% Convertible Promissory Note  with a term to September 18, 2014. Interest accrues daily at a rate per annum equal to 12%. The principal amount of the note is payable on the maturity date. The note is convertible into common stock, subject to certain conversion restrictions, at any time after the issuance date, at the holder's option, at a conversion price equal to a 40% discount to VWAP, for the five (5) trading days prior to conversion. In the event the Company elects to prepay the convertible promissory note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The Company must not affect any conversion of the note and Hanover does not have the right to convert the note, to the extent that Hanover and its affiliates would beneficially own in excess of 4.99% of the outstanding common stock. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.
 
 
 
F-16

 
 
TITAN IRON ORE CORP.
 (AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2013
(Expressed in US dollars)
 
14.  SUBSEQUENT EVENTS (continued)
 
 
b) 
On October 17, 2013, the Company entered into a securities purchase agreement with Asher pursuant to which the Company sold to Asher a $27,500 face value 8% Convertible Note with a term to March 20, 2014 on the same terms as per Note 12(b). 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 will pay a 3rd party broker a 10% commission on the net amount received from Asher.
 
 
c)
On October 18, 2013 the Company entered into an agreement with the Marie Baier Foundation to modify the convertible debenture disclosed in Note 12(a) which extends the maturity date to January 15, 2014, in exchange for 2,800,000 restricted common shares.
 
 
d)
On November 4, 2013 the Company entered into a securities purchase agreement (the “LG SPA”) with LG Capital Funding LLC (“LG”), pursuant to which the Company will sell one-year, 6% Convertible Redeemable Notes to LG ( the “LG Notes”) and may receive tranches of financing of up to $50,000 in the aggregate. LG has funded $15,000 at closing on November 12, 2013, (the “Initial Funding”). The Company can request additional tranches of financing (up to $50,000 in the aggregate) from LG within 90 days of the Initial Funding. The term of each funding under the LG Notes is one year, upon which the outstanding principal amount for each funding is payable. Amounts funded plus interest under the LG Notes are convertible into common stock at any time after the requisite rule 144 holding period, at the holder’s option, at a conversion price equal to 60% of the lowest closing prices in the 5 trading days previous to the 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 90 days thereafter, (ii) 140% if prepaid 91 days following the closing through 180 days following the Issue Date, (iii) 150% if prepaid after 180 days following the closing. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. The Company paid LG $1,000 for its legal fees and expenses, and will pay a broker a $1,500 commission.
 
 
e)
On November 4, 2013, the Company issued an 8% Convertible Redeemable Promissory Note to LG,  in the amount of $20,000, with a term to November 4, 2014 in exchange for $20,000 principal of the convertible debenture issued to the Marie Baier Foundation disclosed in Note 12(a). Interest accrues daily at a rate per annum equal to 8%. Provided certain conditions are met, the convertible redeemable promissory note and accrued interest is convertible into common stock at any time after the issuance date, at LG’s option, at a conversion price equal to a 50% discount to the average of the two lowest closing bid prices for the ten trading days prior to conversion. The Company has no right to prepay the convertible redeemable promissory note in full or in part. On the occurrence of certain events, at the request of the holder, the convertible redeemable promissory note is payable at 150% of face amount plus accrued and unpaid interest. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the convertible redeemable promissory note becomes immediately due and payable.
 
 
f)
On November 4, 2013, the Company issued a one-year, 6% Convertible Redeemable Note (the “GEL Note”) to GEL Properties LLC (“GEL”) pursuant to which GEL funded $15,000 at closing on November 13, 2013. The Company also issued two (2) separate 6% Convertible Redeemable Notes dated November 4, 2013, in the amount of $22,500 each to GEL (the “GEL Back-End Notes”), in exchange for which GEL issued to the Company two 6% secured promissory notes each in the amount of $22,500 (the “ GEL Payment Notes”), to secure funding under the GEL Back End Notes. The GEL Payment Notes are secured by a security interest in a pledge account which holds other securities. Payment to the Company under the first GEL Note will be no later than July 3, 2014, and second is no later than September 3, 2014, unless certain conditions exist. The term of the GEL Note and each GEL Back End Note is one year, upon which the outstanding principal amount is payable. The amount funded plus accrued interest under each GEL Note and GEL Back End Note is convertible into common stock at any time after the requisite rule 144 holding period, at the holder’s option, at a conversion price equal to 60% of the lowest closing prices in the 5 trading days previous to the 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 90 days thereafter, (ii) 140% if prepaid 91 days following the closing through 180 days following the Issue Date, (iii) 150% if prepaid after 180 days following the closing. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the note becomes immediately due and payable. For each GEL Note, the Company will pay GEL $1,500 for its legal fees and expenses, and will pay a 3rd party broker a 10% commission on the principal amount of each Note.
 
 
g)
On November 4, 2013, the Company issued an 8% Convertible Redeemable Promissory Note  to GEL,  in the amount of $20,000, with a term to November 4, 2014 in exchange for $20,000 principal of the convertible debenture issued to the Marie Baier Foundation disclosed in Note 12(a). Interest accrues daily at a rate per annum equal to 8%. Provided certain conditions are met, the convertible redeemable promissory note is convertible into common stock at any time after the issuance date, at GEL’s option, at a conversion price equal to a 50% discount to the average of the two lowest closing bid prices for the ten trading days prior to conversion. The Company has no right to prepay the convertible redeemable promissory note in full or in part. On the occurrence of certain events, at the request of the holder, the convertible redeemable promissory note is payable at 150% of face amount plus accrued and unpaid interest. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 24% per annum and the convertible redeemable promissory note becomes immediately due and payable.
 
 
 

 
F-17

 
  
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;