UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 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.) |
3040 North Campbell Ave. #110, 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: 54,230,515 shares of common stock outstanding as of May 10, 2013.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on May 15, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Balance Sheets as of March 31, 2013 and audited Balance Sheets as of December 31, 2012, (ii) the unaudited Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012 and for the period from June 5, 2007 (Inception) to March 31, 2013, (iii) the unaudited Statement of Stockholders' Equity for the period from inception to March 31, 2013, (iv) the unaudited Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and for the period from June 5, 2007 (Inception) to March 31, 2013, and (v) the unaudited Notes to Financial Statements.
No other changes have been made to the Form 10-Q. This Amendment does not reflect events that have occurred after the May 15, 2013 filing date of the Form 10-Q, or modify or update the disclosures presented therein, except to reflect the amendment described above.
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ITEM 6. EXHIBITS
Exhibit Number | Description |
| (3) | Articles of Incorporation and Bylaws |
| 3.1 | Articles of Incorporation (Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on October 3, 2007). |
| 3.2 | Bylaws (Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on October 3, 2007). |
| 3.3 | Articles of Merger dated effective June 15, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 17, 2011) |
| 3.4 | Certificate of Change dated effective June 15, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 17, 2011) |
| (10) | Material Contracts |
| 10.1 | Mineral Property Option Acquisition Agreement dated June 13, 2011 with J2 Mining Ventures Ltd. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 16, 2011) |
| 10.2 | Form of subscription agreement (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2011) |
| 10.3 | Form of warrant certificate (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2011) |
| 10.4 | Assignment of Mineral Property Option Agreement With J2 Mining and Wyomex LLC dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.5 | Employment Agreement with Andrew Brodkey dated June 30 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.6 | Consulting Agreement with Kriyah Consultants, LLC dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.7 | Consulting Agreement with Sage Associates, Inc. dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.8 | Consulting Agreement with J2 Mining dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.9 | Stock Purchase Agreement dated June 28, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011) |
| 10.10 | Option Agreement dated effective July 12, 2011 between Titan Iron Ore Corp. and Globex Mining Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 28, 2011) |
| 10.11 | Retainer Agreement dated effective November 1, 2011 between Titan Iron Ore Corp. and Wolfe Axelrod Weinberger Associates LLC. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 7, 2011) |
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ITEM 6. EXHIBITS - continued
| 10.12 | Form of subscription agreement (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on January 12, 2012) |
| 10.13 | Form of warrant certificate (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on January 12, 2012) |
| 10.14 | Asset Purchase Agreement between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012) |
| 10.15 | Note between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012) |
| 10.16 | Mortgage between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012) |
| 10.17 | Form of Stock Option Agreement (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on June 22, 2012) |
| 10.18 | Consulting and Professional Service Agreement dated effective September 5, 2012 between Titan Iron Ore Corp. and NuWa Group, LLC. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on September 14, 2012) |
| 10.19 | Form of Securities Purchase Agreement (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.20 | Form of Registration Rights Agreement (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.21 | Form of Securities Purchase Agreement (Debenture) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.22 | Form of Debenture (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.23 | Form of Warrant (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.24 | Form of Piggyback Registration Rights Agreement (Debenture) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012) |
| 10.25 | First Amendment to Securities Purchase Agreement dated January 9, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013) |
| 10.26 | First Amended and Restated Securities Purchase Agreement dated February 19, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013) |
| 10.27 | First Amended and Restated Registration Rights Agreement dated February 19, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013) |
| 10.28 | Payroll Services Agreement with Kriyah Consultants, LLC dated June 30, 2011 (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.29 | Securities Purchase Agreement with Asher Enterprises, Inc. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.30 | Convertible Note with Asher Enterprises, Inc. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.31 | Securities Purchase Agreement with GCA Strategic Investment Fund Limited (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.32 | Convertible Note with GCA Strategic Investment Fund Limited (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.33 | First Amendment to the First Amended and Restated Securities Purchase Agreement with Ascendiant Capital Partners, LLC (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013) |
| 10.34 | Binding Letter of Intent for the purchase of the Sunrise Mine Property dated April 15, 2013 (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 16, 2013) |
| (31) | Rule 13a-14(a)/15d-14(a) Certification |
| 31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer |
| 31.2* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer |
| (32) | Section 1350 Certification |
| 32.1* | Section 906 Certifications under Sarbanes-Oxley Act of 2002 |
| (101) | XBRL |
| 101.INS** | XBRL INSTANCE DOCUMENT |
| 101.SCH** | XBRL TAXONOMY EXTENSION SCHEMA |
| 101.CAL** | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
| 101.DEF** | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
| 101.LAB** | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
| 101.PRE** | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
*Previously filed.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TITAN IRON ORE CORP.
By: /s/ Andrew Brodkey
Andrew Brodkey
President, CEO and Director
(Principal Executive Officer)
Date: May 22 , 2013
By: /s/ Frank Garcia
Frank Garcia
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: May 22 , 2013
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