10-Q

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, 2012

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: 52,327,197 shares of common stock outstanding as of November 14, 2012.

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.	13
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.	21
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.	21
ITEM 4.  MINE SAFETY DISCLOSURES.	21
ITEM 5.  OTHER INFORMATION.	21
ITEM 6. EXHIBITS	22
SIGNATURES	24

ii

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

TITAN IRON ORE CORP.

FINANCIAL STATEMENTS

September 30, 2012

Balance Sheets as of September 30, 2012 and December 31, 2011	F-1
Statements of Comprehensive Loss for the three and nine months ended September 30, 2012 and 2011, and for the period from June 5, 2007 (inception) to September 30, 2012	F-2
Statement of Stockholders’ Equity for the nine months ended September 30, 2012, and for the period from June 5, 2007 (inception) to September 30, 2012	F-3
Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, and for the period from June 5, 2007 (inception) to September 30, 2012	F-4
Notes to the Financial Statements	F-5

1

TITAN IRON ORE CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

(Expressed in US dollars)

ASSETS	September 30, 2012 (unaudited)			December 31, 2011
Current Assets
Cash	$	275,162		$	118,066
Prepaid expenses (Note 9)		25,000			25,000
Total current assets		300,162			143,066
Mineral property options (Note 3)		1,226,676			60,000
TOTAL ASSETS	$	1,526,838		$	203,066
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts payable	$	63,399		$	21,457
Current portion of promissory note (Note 6)		189,853			-
Accrued expenses - related party (Note 9)		17,086			647
Total Current Liabilities		270,338			22,104
Promissory note (Note 6)		967,703			-
Total Liabilities		1,238,041			22,104
Contingency (Note 1)
Commitments (Note 8)
Subsequent events (Note 12)
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, 51,621,000 (December 31, 2011 – 49,737,000) shares issued and outstanding (Note 4)		5,162			4,974
Additional paid-in capital		4,184,778			1,206,184
Deficit accumulated during the exploration stage		(3,901,143	)		(1,030,196	)
Total Stockholders' Equity		288,797			180,962
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,526,838		$	203,066

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, 2012			Three Months Ended September 30, 2011			Nine Months Ended September 30, 2012			Nine Months Ended September 30, 2011			Period from June 5, 2007 (Inception) to September 30, 2012
	$			$			$			$			$
REVENUES		-			-			-			-			4,855
OPERATING EXPENSES
Advertising		657			17,550			1,971			17,550			24,703
General and administrative (Note 9)		143,181			149,298			450,038			179,298			842,101
Impairment of mineral acquisition costs (Note 3)		-			50,124			-			50,124			50,124
Accretion on promissory note (Note 6)		37,940			-			75,880			-			75,880
Investor relations		157,249			2,899			216,590			2,899			238,636
Professional fees		44,725			29,508			128,718			32,763			254,846
Mineral property exploration costs (Note 11)		62,904			87,469			133,700			87,469			462,807
Stock-based compensation (Note 7)		433,408			-			1,851,782			-			1,959,554
Travel		2,848			1,380			12,268			1,380			13,811
TOTAL OPERATING EXPENSES		882,912			338,228			2,870,947			371,483			3,922,462
LOSS FROM OPERATIONS		(882,912	)		(338,228	)		(2,870,947	)		(371,483	)		(3,917,607	)
OTHER INCOME (EXPENSES)
Gain on debt settlement		-			-			-			17,631			17,631
Other income (expenses)		-			-			-			-			(1,167)
NET LOSS AND COMPREHENSIVE LOSS		(882,912	)		(338,228	)		(2,870,947	)		(353,852	)		(3,901,143	)
BASIC LOSS PER SHARE		(0.02	)		(0.01	)		(0.06	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		51,107,957			49,737,000			51,034,723			143,197,989

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 (UNAUDITED)

FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2012

(Expressed in US dollars)

	Common # Stock (Note 4)			Common Stock Amount			Additional Paid-in Capital			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 for the period ended December 31, 2008		-			-			-			(34,675	)		(34,675	)
Balance, December 31, 2008		190,587,000			19,059			38,891			(56,549	)		1,401
Net loss for the period ended December 31, 2009		-			-			-			(9,485	)		(9,485	)
Balance, December 31, 2009		190,587,000			19,059			38,891			(66,034	)		(8,084	)
Net loss for the period ended December 31, 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 for the period ended December 31, 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	1,334,000		133		1,000,367		-			1,000,500
Shares issued for services	550,000		55		126,445		-			126,500
Stock-based compensation	-		-		1,851,782		-			1,851,782
Net loss of the nine months ended September 30, 2012	-		-		-		(2,870,947	)		(2,870,947	)
Balance,  September 30, 2012	51,621,000	$	5,162	$	4,184,778	$	(3,901,143	)	$	288,797

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

F-3

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in US dollars)

	Nine Months Ended  September 30, 2012			Nine Months Ended  September 30, 2011			Period from June 5, 2007 (Inception) to September 30, 2012
Cash Flows from Operating Activities:
Net loss	$	(2,870,947	)	$	(353,852	)	$	(3,901,143	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation expense		-			-			5,833
Stock-based compensation		1,851,782			-			1,959,554
Loss on disposal of assets		-			-			1,167
Impairment of mineral property		-			50,124			50,124
Accretion on promissory note		75,880			-			75,880
Shares issued for services		126,500			-			144,000
Gain on debt settlement		-			(17,631)			(17,631	)
Changes in Operating Assets and Liabilities
Decrease (increase) in prepaid expenses		-			(35,000)			(25,000	)
Increase (decrease) in accounts payable		41,942			95,322			70,952
Increase in accrued expenses – related party		16,439			39,250			27,164
Net Cash Provided by (Used in) Operating Activities		(758,404	)		(221,787)			(1,609,100	)
Cash Flows used in Investing Activities:
Acquisition of property and equipment		-			-			(7,000	)
Payment on mineral property options		(85,000	)		(80,124)			(195,124	)
Net Cash Used in Investing Activities		(85,000	)		(80,124)			(202,124	)
Cash Flows from Financing Activities:
Common stock issued for cash		1,000,500			1,008,531			2,086,386
Advances provided by related parties		-			100			-
Net Cash Provided by Financing Activities		1,000,500			1,008,631			2,086,386
Net Increase in Cash		157,096			706,720			275,162
Cash– Beginning		118,066			-			-
Cash– Ending	$	275,162		$	706,720		$	275,162
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

Non-cash Investing and Financing Items:
Shares issued for services	$	126,500	$	-	$	144,000
Promissory note issued for mineral property		1,208,646		-		1,208,646

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

F-4

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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 nine-months ended September 30, 2012 the Company issued 1,334,000 shares in a private placement and issued 550,000 shares for services received, brining the total outstanding shares to 51,621,000.

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, 2012 the Company has accumulated losses of $3,901,143 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. 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, 2011, included in the Company’s Annual Report on Form 10-K filed on April 16, 2012, 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, 2012 and the results of its operations and cash flows for the nine months ended September 30, 2012 and September 30, 2011. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2012.

F-5

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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, 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, 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.

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-6

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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, 2012, 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 consolidated financial statements.

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 approximates fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximate carrying value as the underlying imputed interest rate approximates the 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 6,667,000 as of September 30, 2012.

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

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-7

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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, 2012, 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 $1,081,676 on the date of issuance. See Note 6 for details.

Commencing six (6) months from the date of the initial payment and every six (6) months thereafter, Titan shall pay seller, as advance production payment, the initial amount of $62,500 , as adjusted by CPI, until commencement of commercial production from the property. At the commencement of commercial production, the semi-annual advance production payment shall convert to a 4.5% gross metal value royalty on iron ore, concentrates, and/or other mineral materials produced and sold from the property by Titan. Upon full settlement of the promissory note, the production royalty shall be reduced, and the Company shall pay the Optionor a gross metal value royalty of 1.5% for all iron product and/or other mineral materials mined and sold from the property.

Labrador Trough Property

On July 19, 2011, the Company entered into an option agreement with Globex Mining Enterprises Inc. ("Globex") effective July 12, 2011 (the "Agreement"), pursuant to which Globex granted the Company the right (the "Option") for a period of 90 days from July 12, 2011 to acquire an undivided 100% interest in and to 144 mining claims (the "Property") located in the Labrador trough area in the Province of Quebec, Canada.

On October 12, 2011, the Company notified the owner of the Labrador Trough iron ore property that the Company would not be exercising the option to acquire the property. The Company recorded an impairment of mineral property charge of $50,124 during the year ended December 31, 2011.

F-8

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Expressed in US dollars)

4.  COMMON STOCK

On January 11, 2012, the Company closed a private placement for 1,334,000 units at a price of $0.75 per unit for proceeds of $1,000,500. Each unit consists of one share of our common stock and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one share of our common stock at a purchase price of $1.00 for a period of three years.

On September 12, 2012, the Company issued 50,000 shares to a consultant under a contract entered into on July 18, 2012 to provide fund raising services to the Company. Per substance of the agreement, the shares are valued at the contract date. The closing price of the Company’s stock on July 18, 2012 was $0.43 and therefore the transaction was valued at $21,500.

On September 25, 2012, the Company issued 500,000 shares to a consultant under a contract to provide various corporate finance advisory services to the Company. Per substance of the agreement, the shares were valued at the contract date. The closing price of the Company’s stock on September 5, 2012 was $0.21 and therefore the transaction was valued at $105,000.

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
Balance, September 30, 2012		1,717,000	$	0.85

Details of share purchase warrants outstanding as of September 30, 2012 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 issued a non-interest bearing promissory note in the amount of $6,855,000 to 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) beginning six months from March 30, 2012 (“closing date”) 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 (based on estimated 14.03% interest rate) was calculated to be $1,081,676 on April 10, 2012. The Company recorded an accretion expense of $75,880 for the nine months ended September 30, 2012. As of September 30, 2012, the carrying value of the promissory note is $1,157,556.

F-9

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Expressed in US dollars)

6.  PROMISSORY NOTE - continued

At September 30, 2012, estimated contractual principal payments due on the promissory note for the next five years are as follows:

September 30, 2013		189,853
September 30, 2014		130,557
September 30, 2015		133,841
September 30, 2016		137,208
September 30, 2017		140,660
Total	$	732,119

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. The fair value of the options has been estimated using the Black Scholes option pricing model using the following assumptions: risk free interest rate of 1.63%, dividend yield of 0%, volatility of 113% and expected life of 10 years.  During the nine months ended September 30, 2012, the Company granted 1,000,000 stock options at an exercise price of $0.20 for 10 years. During the nine months ended September 30, 2012, the Company recorded stock-based compensation of $1,851,782 related to the vesting period for these stock options.

The following table summarizes the options outstanding as at September 30, 2012:

	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
		0.71		4,950,000

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		8.33		869,000
Options granted		1,000,000		0.20		9.73
Outstanding, September 30, 2012		4,950,000		0.71		8.62		110,000
Exercisable, September 30, 2012		987,500		0.84		8.33		-

As at September 30, 2012, there was $583,296 of unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 0.83 years.

F-10

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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 option (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 certain geological advisory services. 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 to provide certain geological, engineering, marketing and project management services as may be requested by 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 November 1, 2011, the Company entered into a consulting agreement with a financial public relations firm for a term of 1 year. Under the agreement, the consultant receives $8,000 per month, and 500,000 options (granted) to purchase common stock of the Company.

On September 5, 2012, the Company entered into a consulting and professional service agreement with a consultant to provide corporate advisory, corporate finance, strategic planning, marketing and related advisory services in consideration for the issuance of 500,000 shares of restricted common stock. The 500,000 shares were issued on September 25, 2012. The term of the agreement is for a period of 6 months, provided, however, that the Company may extend the agreement for a successive 6 month period for an additional 500,000 shares of restricted stock.

F-11

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(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 and this amount was outstanding as at September 30, 2012. This advance for expenses to be incurred on the Company’s behalf was recorded as prepaid expenses.

During the nine months ended September 30, 2012 the Company incurred $22,500 in management fees and $7,355 in rent expense to the  management firm managed by the Company’s CEO (2011: $7,500) with such costs being recorded as general and administrative costs. As at September 30, 2012, the Company owed $17,086 including unreimbursed expenses to this firm (2011: $Nil).

During the nine months ended September 30, 2012 the Company incurred $278,979 in management fees to officers and directors of the Company (2011: $128,511) with such costs being recorded as general and administrative costs.
 

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.

F-12

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Expressed in US dollars)

10.  FAIR VALUE MEASUREMENT (CONTINUED)

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 market rate.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of September 30, 2012, 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)		2012
	$		$		$		$
Assets:
Cash		275,162		–		–		275,162

As at September 30, 2012, 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, 2012 and 2011 the following project costs were incurred:

	Nine months Ended September 30, 2012		Nine Months Ended September 30, 2011
Strong Creek and Iron Mountain:
Technical Report	$	73,137	$	12,879
Claims		3,230		3,255
Drilling		11,655
Travel		20,678		-
Aeromagnetic Survey		20,000		-
Lease payments		5,000
TOTAL		133,700		16,134
Labrador Trough:
Reconnaissance		-		71,335
Total Exploration Costs	$	133,700	$	87,469

F-13

TITAN IRON ORE CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(Expressed in US dollars)

12.  SUBSEQUENT EVENTS

On October 1, 2012, the Company made the first advance royalty payment of $63,563 under the Strong Creek and Iron Mountain asset purchase agreement.

On October 19, 2012 the Company announced that it had entered into an agreement with an accredited investor (the “Investor”) to secure equity line financing. Separately, the Company also received funding from convertible debentures.

Under a Securities Purchase Agreement, upon Titan registering its common shares under a registration statement, the Investor will make equity financing available to the Company over a 36-month commitment, allowing the Company to sell up to $10,000,000 in value of its common shares. 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 Prices ("VWAP") for the Company's common stock during the five consecutive trading days following a sales notice and the price that is $0.01 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 Investor will also receive Commitment shares up to a total of 3% of the $10 million commitment amount for the equity line. On October 22, 2012 the Investor received 150,015 shares as the first tranche of commitment shares. The Company can terminate the line at any time.

In addition to equity line financing, the Company received bridge loans in the form of convertible debentures with gross proceeds to the Company of $200,000. These debentures carry an interest rate of 5%, with an original issue discount of 15%, and are convertible at the lesser of: (a) $0.27 during the six months following the closing date, and $.35 thereafter, and (b) 70% of the average daily VWAP for the common stock during the ten (10) consecutive trading days immediately preceding the applicable conversion date. The investors also collectively received 3-year warrants to purchase a total of 705,901 shares at an exercise price of $0.25, exercisable on a cashless basis. A finder's fee of 9% of the purchase price in cash and 9% in warrants was paid  to an affiliate of the Investor with respect to a portion of the convertible debenture financing.

On October 25 and 26, 2012, the investors and the finder collectively exercised their full allotment of warrants on a cashless basis and received a total of 556, 183 restricted shares of the Company.

.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS

Forward Looking Statements

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, weather, 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 in other business activities whereby they may not have sufficient time to attend to our company’s business affairs;

2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

• 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 bonds, permits, and governmental 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 and regulatory risks associated with mining exploration, development and production; and

• the risks in the section entitled “Risk Factors”.

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. During the nine-months ended September 30, 2012 the Company issued 1,334,000 shares in a private placement and issued 550,000 shares for services received, bringing the total outstanding shares to 51,621,000.

3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

On October 18, 2012 the Company entered into agreements to secure up to $10 million in equity line financing. Separately, the Company also received $200,000 in funding from convertible debentures.

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.

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 the Company 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.

4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

· 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.

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 the 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.

Proposed Initial Work Program

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).

5

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

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 deposit in the Wyoming Iron Complex. A total of three holes drilled by Union Pacific Resources (c. 1955) and the State of Wyoming (1995) were  twinned for a total of 2000 feet in an effort to duplicate the results of those earlier programs. One hole was  extended to a  depth of  700 feet to expand upon the vertical potential of the ore body.  All work during this phase was  done on the Strong Creek property, the larger of the two prospects within the Wyoming Iron Complex. The drilling was  diamond core of HQ size (2½ inches in diameter). Results of this initial drilling campaign were announced via press releases dated February 8, 2012, February 22, 2012 and March 14, 2012. We announced that each of the holes demonstrated potential ore-grade material over virtually the entire length of each hole with grades as high as 22.8% Fe and 8.6% Ti.

On September 20, 2012, we announced that we were changing our immediate corporate development focus to the Iron Mountain deposit at the Wyoming Iron Complex, as we believe this will provide an opportunity for nearer-term production and cash flow opportunities. The Iron Mountain deposit has an existing open pit with past production, information from approximately 100 historical drillholes, and we believe it may result in a considerably shorter timeframe to complete feasibility-level work and a much quicker path to production than Strong Creek. An ore stockpile at Iron Mountain contains run of mine ("ROM") grade material. An independent sample analysis substantiated iron and titanium grades at 52% and 15% respectively. We are investigating arrangements to sell this material, which if successful, could potentially provide for short-term cash flow opportunities to help support future exploration and development on the site. We are also currently evaluating the potential customer and marketing base for which Iron Mountain ROM material may be suitable. This includes the area cement industry and domestic primary steel producers.

Our technical plan for the winter of 2012 is to conduct metallurgical studies on Iron Mountain ore, including the engagement of a laboratory for compression and crush testing. During 2013, we intend to evaluate and design a laboratory-scale test program for the production of high value-added semi-steel and titanium products, replicating the historical studies from the 1960's completed by the Natural Resources Division of the Union Pacific Railroad Company. We further anticipate that during 2013, we plan to implement an additional drill and exploration program at Iron Mountain, designed to upgrade the technical nature of the deposit. Also during 2013, we hope to initiate work towards completing a feasibility-level report for the development of Iron Mountain.

Option Agreement with Globex Mining

On July 19, 2011, Titan entered into an option agreement with Globex Mining Enterprises Inc. ("Globex") effective July 12, 2011 (the "Globex Agreement"), pursuant to which Globex granted the Company the right (the "Option") for a period of 90 days from July 12, 2011 to acquire an undivided 100% interest in and to 202 mining claims (the "Property") located in the Labrador trough area in the Province of Quebec, Canada.

In September 2011, we initiated a geological reconnaissance survey of a magnetic geophysical anomaly located on the Labrador Trough iron property.  This survey determined that the anomaly was not of sufficient mineral type, grade or size to merit further exploration costs.  Accordingly, we have determined to drop the option on the Labrador Trough iron property and on October 12, 2011 notified the owner of the property that we will not be exercising its option to acquire the property.

6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

Plan of Operation

We are a mineral exploration company. Our plan of operation is to carry out exploration work on our Wyoming Iron Complex in order to ascertain whether it possesses commercially exploitable quantities of iron ore and other metals. We intend to primarily explore for iron ore but if we discover that our mineral property hold potential for other minerals that our management determines are worth exploring further, then we intend to explore for those other minerals. We will not be able to determine whether or not the property contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work indicates economic viability.

According to our plan of operation for a full exploration program, we estimate our cash needs for the next 12 months to be as follows:

Expense		Amount
Mineral exploration expenses for Wyoming Complex	$	8,000,000
Amounts payable under acquisition agreement for Wyoming Iron Complex		210,000
Professional Fees		130,000
General Administrative Expenses		650,000
Investor Relations		120,000
Travel		30,000
Total	$	9,140,000

We have no ongoing revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.  Accordingly, we will be dependent on future additional financing in order to fund our anticipated cash needs, and to seek other business opportunities in the mining industry or new business opportunities. There are no assurances that we will be able to complete such future additional financings or seek other business opportunities.

We are considered an exploration stage company as we are involved in the examination and investigation of the mineral property that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on our property, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the mineral property, and there is no assurance that we will discover one.

Results of Operations

From Inception on June 5, 2007 through September 30, 2012

Our cash at September 30, 2012 was $275,162. For the period from inception (June 5, 2007) to September 30, 2012 we had $4,855 in revenues and incurred net loss of $3,901,143.

As a result of receiving minor revenues and ongoing expenditures in pursuit of our business, we have incurred net losses since our inception. For the three months ended September 30, 2012, our net loss was $882,912. Since our inception to September 30, 2012, our accumulated deficit was $3,901,143.

7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

For the three and nine months ended September 30, 2012 compared to 2011

Our net loss and comprehensive loss for our interim period ended September 30, 2012 and 2011 and the changes between those periods for the respective items are summarized as follows:

	Three Months			Three Months			Nine Months			Nine months
	Ended			Ended			Ended			Ended
	September 30			September 30			September 30			September 30
	2012			2011			2012			2011
Revenues	$	--		$	--		$	--		$	--
Total Operating Expenses		882,912			338,228			2,870,947			371,483
Loss From Operations		(882,912	)		(338,228	)		(2,870,947	)		(371,483	)
Other Income (Expenses)		--			--			--			17,631
Net Loss		(882,912	)		(338,228	)		(2,870,947	)		(353,852	)

Total operating expenses increased 161.0% for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. Our operating expenses for the three months ended September 30, 2012 primarily consists of stock-based compensation, investor relations, and general and administrative expenses.  All expenses increased primarily due to start up of operations as a mining exploration company.

Total operating expenses increased 672.8% for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. Our operating expenses for the nine months ended September 30, 2012 primarily consists of stock-based compensation, investor relations, and general and administrative expenses.  All expenses increased primarily due to start up of operations as a mining exploration company.

Liquidity and Capital Resources

Working Capital

		September 30, 2012		December 31, 2011
		(unaudited)		(audited)
Current Assets	$	300,162	$	143,066
Current Liabilities		270,338		22,104
Working Capital(Deficiency)	$	29,824	$	120,962

As of September 30, 2012, we had $275,162 in cash, as compared to $118,066 as of December 31, 2011. Our cash increased due raising of capital via a private placement, offset by operating expenses during the period.

As of September 30, 2012, we had accounts payable of $63,399, as compared to $21,457 as of December 31, 2011. Our accounts payable increased due to increased exploration costs.

As of September 30, 2012, we had a current portion of promissory note of $189,853, as compared to $nil as of December 31, 2011. Our current portion of promissory note increased due payments due under the Wyomex property acquisition.

8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

As of September 30, 2012, we had accrued expenses to related parties of $17,086, as compared to $647 as of December 31, 2011. Our accrued expenses to related parties increased due payments due to a related party for office expenses and payroll.

Cash Flows

		Nine Month			Nine Month
		Period Ended			Period Ended
		September 30, 2012			September 30, 2011
Net Cash Used in Operating Activities	$	(758,404	)	$	(221,787	)
Net Cash Used in Investing Activities		(85,000	)		(80,124	)
Net Cash Provided by Financing Activities		1,000,500			1,008,631
Net Increase in Cash	$	157,096		$	706,720

Cash Flows Used In Operating Activities

Our cash used in operating activities for the nine month period ended September 30, 2012 increased for the comparative nine month period ended September 30, 2011 due to start up of operations as a mining exploration company.

Cash Flows Used In Investing Activities

Our cash used in investing activities for the nine month period ended September 30, 2012 increased for the comparative nine month period ended September 30, 2011 due to payments under the Wyomex mineral property option.

Cash Flows Provided By Financing Activities

Our cash provided by financing activities for the nine month period ended September 30, 2012 decreased for the comparative nine month period ended September 30, 2011 due to slightly less funds raised under a private placement.

Securities Purchase Agreement with Ascendiant Capital Partners, LLC (Equity Line of Credit)

On October 18, 2012, we entered into a securities purchase agreement (the “Equity Line of Credit Agreement”) with Ascendiant Capital Partners, LLC (“Ascendiant”), pursuant to which we may sell and issue to Ascendiant, and Ascendiant is obligated to purchase from us, up to $10,000,000 worth of shares of our common stock from time to time over a 36-month period, provided that certain conditions are met. The financing arrangement entered into by us and Ascendiant is commonly referred to as an “equity line of credit” or an “equity drawdown facility.”

In connection with the Equity Line of Credit Agreement, on October 18, 2012, we entered into a registration rights agreement with Ascendiant. Pursuant to the registration rights agreement, we agreed to use our commercially reasonable efforts to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) on or prior to November 16, 2012 and to have the registration statement declared effective by the SEC by February 14, 2013. The registration statement is to register shares of common stock to be purchased under the Equity Line of Credit Agreement and the shares of common stock to be issued to Ascendiant as the Commitment Shares (as defined below).

Pursuant to the Equity Line of Credit Agreement, we may, in our sole discretion, issue and exercise drawdowns against $10,000,000 over a 36-month period (the “Commitment Period”) commencing on the seventh trading date following the date that the initial registration statement to be filed pursuant to the registration rights agreement is first declared effective. Before we can exercise a drawdown, we must have caused a sufficient number of shares of our common stock to be registered to cover the resale of the shares to be issued pursuant to a drawdown and the daily volume weighted average price of our common stock (the “VWAP”) must be greater than $0.01 per share on the trading day immediately prior to each drawdown.

9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

We may request a drawdown once every eight trading days and there must be a minimum of three trading days between each drawn down request.

The maximum amount we can draw down at any one time is an amount equal to (i) 20% of the average daily trading volume of our common stock during the 10 trading days prior to the date of the drawdown request, multiplied by (ii) the average of the VWAPs of our common stock during such 10 trading day period. Notwithstanding the foregoing, no drawdown can exceed $250,000 or such amount that would otherwise cause Ascendiant to exceed a beneficial ownership of 9.99% of our outstanding common stock.

On the day following the delivery of the drawdown notice, a valuation period of five trading days will start. On each of the five trading days during the valuation period, the number of shares to be sold to Ascendiant will be determined by dividing 1/5th of the drawdown amount by the purchase price on each trading day. The purchase price will be the lesser of (i) 90% of the VWAP of our common stock on that day and (ii) the price that is $0.01 below the VWAP on that date.

If the purchase price on any trading day during the five trading day calculation period is below the minimum price specified by us, then Ascendiant will not purchase any shares on that day, and the drawdown amount will be reduced by 1/5th for each such trading day withdrawn.

The term of the Equity Line of Credit Agreement will end 36 months from the date the initial registration statement filed by us pursuant to the registration rights agreement is first declared effective by the SEC, unless otherwise terminated earlier. The Equity Line of Credit Agreement will terminate if (i) our common stock is no longer quoted on the OTC Bulletin Board unless the cessation of quotation is in connection with a subsequent listing of our common stock on the Nasdaq Capital Market, NYSE Amex, the New York Stock Exchange, the Nasdaq National Market, the BX Venture Market, the OTCQB or the OTCQX, (ii) we file for protection from creditors under any applicable law or (iii) the registration statement is not declared effective by the SEC on or before July 12, 2013. In addition, we may terminate the Equity Line of Credit Agreement upon five trading days’ notice.

In consideration for agreeing to the terms of the Equity Line of Credit Agreement, we agreed to issue the following shares of our common stock (the “Commitment Shares”):

• 150,015 shares of our common stock no later than 30 days following the initial closing date;

• on the trading day (the “Second Payment Date”) which is 30 calendar days following the initial closing date, a number of shares of our 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 Second Payment Date;

• on the trading day (the “Third Payment Date”) which is immediately following the date that the initial registration statement filed by us pursuant to the registration rights agreement is first declared effective by the SEC, a number of shares of our common stock equal to 1% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Third Payment Date 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.

• on the trading day (the “Fourth Payment Date”) in which we have received at least $1,000,000 in aggregate upon drawdowns, a number of shares of our 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;

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

• on the trading day (the “Fifth Payment Date”) in which we have received at least $2,000,000 in aggregate upon drawdowns, a number of shares of our 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;

We issued and intend to issue the Commitment Shares and shares of our common stock upon drawdowns in reliance upon the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under the Securities Act of 1933.

In addition, we reimbursed Ascendiant $5,000 and have agreed to reimburse them for up to $7,500 for its actual legal fees and expenses incurred in connection with this transaction

The full text of the forms of the Equity Line of Credit Agreement and related registration rights agreement described above are attached hereto as Exhibits 10.1 and 10.2, respectively.

Securities Purchase Agreements (Debentures)

On October 18, 2012, we entered into securities purchase agreements (the “Debenture Purchase Agreements”) with two  investors (the “Investors”), pursuant to which we sold an aggregate of $235,300 face value in principal amount of 5% convertible debentures due October 18, 2013 (the “Debentures”). In addition to the Debentures, we issued an aggregate of 705,901  common stock purchase warrants (the “Warrants”) with each Warrant entitling the holder to acquire one share of our common stock at a price of $0.25 per share for three years. The Investors paid us the aggregate subscription amount of $200,000 for the Debentures and the Warrants, which subscription amount was at a 15% discount from the principal amount of the Debentures.

Interest accrues daily on the outstanding principal amount of the Debenture at a rate per annual equal to 5% on the basis of a 365-day year. On the maturity date of October 18, 2013, we must pay the holder of the Debenture any accrued but unpaid interest on the aggregate unconverted and then outstanding principal amount of the Debenture, and on each date the conversion of the principal amount and, if applicable, interests under the Debenture, we must pay to a holder of the Debenture any accrued but unpaid interest on that portion of the principal amount then being converted, which amount may be added to and included in the principal amount being so converted on such date by the holder.

If we fail to pay any accrued and unpaid interest payable within three trading days following notice of late payment from a holder of the Debenture, then such overdue amount will entail a late fee at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable law which will accrue daily from the date such interest was originally due through and including the date of actual payment in full.

The principal amount owing under the Debentures together with any interest accrued under the Debenture, are convertible into shares of our common stock at the option of the holders of the Debentures. The conversion price is equal to the lesser of (i) $0.27 during the six months following October 18, 2012, and $0.35 thereafter and (ii) 70% of the average daily VWAPs for our common stock during the 10 consecutive trading days immediately preceding applicable conversion date. The holder must not convert more than 30% of the initial principal sum into shares of our common stock at a price below $0.15 during any calendar month and must not convert more than 20% of the original principal sum into shares of our common stock at a price below $0.11 during any calendar month.

If at any time prior to the maturity date of October 18, 2013, our common stock has for any 20 consecutive trading day period (i) an average daily VWAP price of $1.00 per share or greater, and (ii) an average daily trading volume of 100,000 shares or greater, we have the right (but not obligation) to convert the Debentures at the then applicable conversion price.

We must not affect any conversion of the Debentures and the holders of the Debentures do not have the right to convert the Debentures, to the extent that the holder (together with the holder’s affiliates) would beneficially own in excess of the beneficial ownership limitation (currently 9.99% of our outstanding common stock).

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS - continued

In connection with the Debenture Purchase Agreement, on October 18, 2012, we entered into a piggyback registration rights agreement with the Investor, pursuant to which we agreed to register shares of our common stock issued on exercise of the Warrants or issuable to the Investor pursuant to the Debenture, together with any interest thereon accrued but unpaid, if we determine to proceed with the preparation and filing with the SEC of a registration statement relating to an offering for our own account or the account of others under the Securities Act of 1933.

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.

We must not affect any exercise of the Warrants and the holder of the Warrants does not have the right to exercise the Warrants, to the extent that the holder (together with the holder’s affiliates) would beneficially own in excess of the beneficial ownership limitation (currently 4.99% of our outstanding common stock).

We issued the Debenture and Warrants in reliance upon the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under the Securities Act of 1933

We paid Ascendiant $5,000 and have agreed to pay up to $7,500 for its legal fees and expenses. We also paid  $11,250 and issued common stock purchase warrants to purchase up to 52,943 shares of our common stock to Ascendiant as placement agent fees.

On October 25 and 26, 2012, Ascendiant Capital Partners and the Investors collectively exercised their full allotment of warrants on a cashless basis and received a total of 556,183 restricted shares of the Company.

Going Concern

At September 30, 2012, we had an accumulated deficit of $3,901,143 since our inception and incurred a net loss of $882,912 for the three month period ended September 30, 2012.  We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern in their report on our annual financial statements for the year ended December 31, 2011.

We have generated minimal revenues and have incurred losses since inception. Accordingly, we will be dependent on future additional financing in order to seek other business opportunities in the mining industry or new business opportunities. We are considered an exploration stage company as we are involved in the examination and investigation of the mineral property that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on our property, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the mineral property, and there is no assurance that we will discover one.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

12

ITEM 4.  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.  Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, who is also our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2012.  Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2012 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

13

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEM 1A.  RISK FACTORS.

In addition to other information in this report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated with Mining

All of our mineral properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource or reserve on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

We have not established that our mineral properties contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability our mineral properties  do not contain any ‘reserve’ and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter or processing facilities, power, and water, roads and a point for shipping, available workforce, government regulation, proximity to markets and consumers, and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

14

ITEM 1A.  RISK FACTORS - continued

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits or bonds required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

There can be no assurance that we can comply with all material laws and regulations that apply to our activities. Current laws and regulations could be amended and we might not be able to comply with them. Further, there can be no assurance that we will be able to obtain or maintain all permits or bonds necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Exploration, development and exploitation activities are subject to comprehensive regulation and permitting which may cause substantial delays or require capital outlays in excess of those anticipated causing a material adverse effect on us.

Exploration, development and exploitation activities are subject to federal, provincial, state and local laws, regulations and policies, including laws regulating permitting, bonding, and the removal of natural resources from the ground and the discharge of materials into the environment. Exploration, development and exploitation activities are also subject to federal, provincial, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment and other operational activities.

Environmental and other legal standards imposed by federal, provincial, state or local authorities may be changed and any such changes may prevent us from conducting planned activities or may increase our costs of doing so, which could have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing a material adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which could materially alter and negatively affect our ability to carry on our business.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to explore and fully establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

15

ITEM 1A.  RISK FACTORS - continued

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the geological, technical and operating hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of iron ore and associated byproducts. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will be successful in acquiring additional mineral claims or selling all of the products that we produce. If we cannot acquire properties to explore for mineral resources, or successfully sell our mineral products, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we may also compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets for the sale of mineral products do not always exist for all mineral commodities Therefore, we may not be able to sell all of the mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical capabilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

Our competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than us. As a result of this competition, we may have to compete for financing and may be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

16

ITEM 1A.  RISK FACTORS - continued

If our costs of exploration are greater than anticipated, then we may not be able to complete the exploration program for our Wyoming Iron Complex without additional financing, of which there is no assurance that we would be able to obtain.

We are proceeding with the initial stages of exploration on our Wyoming Iron Complex. Our exploration program outlines a budget for completion of the program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays due to weather or other factors experienced in completing the exploration program. Increases in exploration costs could result in our not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We have only commenced the initial stage of exploration of our mineral property, and have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of iron ore or other valuable minerals on our Wyoming Iron Complex. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of iron ore or other valuable minerals in our mineral property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected geologic formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. In the course of carrying out exploration of our Wyoming Iron Complex, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in this offering.

Because access to our mineral property is often restricted by inclement weather, we may be delayed in our exploration and any future mining efforts.

Access to the mineral property may be restricted during the period between October and April of each year because the period between these months can typically feature heavy snow cover, extreme cold and high winds which makes it difficult if not impossible to carry out exploration and other activities at the Wyoming Iron Complex.  We can attempt to visit, test or explore our mineral property only when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as in mining and production in the event that commercial amounts of minerals are found. Such delays can cause our business to fail.

Because our executive officer has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Our President and CEO will devote approximately 50% of his working time on providing management services to us. If the demands on our executive officer from his other obligations increase, he may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

17

ITEM 1A.  RISK FACTORS - continued

Risks Related to Our Company

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties only since June 2011 and we have not yet located or identified any mineral reserves. As a result, we have never had any revenues from our mining operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

The fact that we have not earned any significant operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any significant revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. At September 30, 2012, we had working capital of $29,824. We incurred a net loss of $882,912 for the three months ended September 30, 2012, and $3,901,143 since inception. We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. If our exploration programs are successful in discovering reserves of commercial tonnage and grade, we will require significant additional funds in order to place the Wyoming Iron Complex into commercial production. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in their report dated April 12, 2012, to comment about our company’s ability to continue as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that our company will continue to operate indefinitely and not go out of business and liquidate its assets. These conditions raise substantial doubt about our company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

18

ITEM 1A.  RISK FACTORS - continued

Risks Associated with Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 3,700,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay cash dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. Because we do not intend to declare cash dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

19

ITEM 1A.  RISK FACTORS - continued

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Risks Relating to the Early Stage of our Company and Ability to Raise Capital

We are at a very early stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and prospective operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, many of which are beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

We have no operating history and our business plan is unproven and may not be successful.

We have no commercial operations. None of our projects have proven or provable reserves, are built, or are in production. We have not licensed or sold any mineral products commercially and do not have any definitive agreements to do so. We have not proven that our business model will allow us to generate a profit.

We expect to suffer continued operating losses and we may not be able to achieve profitability.

We expect to continue to incur significant discovery and development expenses in the foreseeable future related to exploration and the completion of feasibility, development and commercialization of our projects. As a result, we will be sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund exploration and development of our properties. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock, the market price for commodities, and the development or prospects for development of competitive technology or competitive projects by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase our common shares or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

20

ITEM 1A.  RISK FACTORS - continued

As of January 11, 2012, closed a private placement financing in the gross amount of $1,000,500, and on October 18, 2012, we closed a private placement financing in the gross amount of $200,000, and received a commitment for up to $10 million through a securities purchase agreement/equity line financing. However, we do not have any firm commitments for funding beyond this recent placement as the ability to receive funding through the securities purchase agreement/equity line is dependent upon a number of conditions, which may or may not be satisfied. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities. If we are successful raising additional capital through the issuance of additional equity, our investor’s interests will be diluted.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

Our ability to become a profitable operating company is dependent upon our ability to generate revenues and/or obtain financing adequate to explore and develop our properties. Achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by issuing shares covered and, if necessary through one or more private placement or public offerings and through the securities purchase agreement and equity line financing. However, the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place additional strains on our managerial, operational and financial resources and could adversely affect our business and prospective operating results.

Our anticipated growth is expected to continue to place a strain on our managerial, operational and financial resources. Further, as we acquire interests in more properties or subsidiaries and other entities, we will be required to manage multiple relationships. Any further growth by us, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and prospective operations and the value of an investment in our company.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended September 30, 2012, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 as no mining activity has occurred on our properties.

ITEM 5.  OTHER INFORMATION.

Effective September 5, 2012, we entered into a consulting and professional service agreement with NuWa Group LLC, whereby NuWa will provide us with corporate advisory, corporate finance, strategic planning, marketing and related advisory services in consideration for the issuance of 500,000 shares of restricted common stock of our company, which are due and issuable within 10 days of the effective date.

The term of the agreement is for a period of 6 months, provided, however, that we may extend the agreement for a successive 6 month period. If we decide to extend the agreement, as consideration we will issue and additional 500,000 shares of restricted common stock of our company on the same delivery schedule.

NuWa Group LLC is a U.S. person and we expect rely on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933 to issue the shares of our common stock.

21

ITEM 6.  EXHIBITS

Exhibit Number	Description
(3)	(3) (i) Articles of incorporation (ii) By-laws
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, 2012 (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, 2012 (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, 2012 (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, 2012 (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, 2012 (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)
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)

22

ITEM 6.  EXHIBITS - continued

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 filed 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 filed on October 19, 2012)
10.21	Form of Securities Purchase Agreement (Debenture) (Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2012)
10.22	Form of Debenture(Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2012)
10.23	Form of Warrant (Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2012)
10.24	Form of Piggyback Registration Rights Agreement (Debenture) (Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2012)
16	Letter re change in certifying accountant
16.1	Letter from  Moore and Associates Chartered to the SEC dated February 23, 2009 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 25, 2009)
16.2	Letter from  Moore and Associates Chartered to the SEC dated February 23, 2009 (Incorporated by reference to the Current Report on Form 8-K/A, previously filed with the SEC on March 9, 2009)
16.3	Letter from independent accountant to SEC dated March 11, 2009 (Incorporated by reference to the Current Report on Form 8-K/A, previously filed with the SEC on March 12, 2009)
16.4	Letter from independent accountant to SEC dated August 16, 2011 (Incorporated by reference to the Current Report on Form 8-K/A, previously filed with the SEC on August 18, 2011)
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
99.1	2011 Stock Option Plan (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on June 22, 2012)
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

* Filed herewith

23

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:November 15, 2012

By:/s/ Frank Garcia

Frank Garcia

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date:November 15, 2012

 24

EX-31.1

Exhibit 31.1

SECTION 1350 CERTIFICATIONS

I, Andrew Brodkey, certify that:

i. I have reviewed this quarterly report on Form 10-Q of Titan Iron Ore Corp.;

ii. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

iii. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

iv. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

v. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

A. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

B. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 15, 2012

/s/ Andrew Brodkey

Andrew Brodkey

President, CEO and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

SECTION 1350 CERTIFICATIONS

I, Frank Garcia, certify that:

i. I have reviewed this quarterly report on Form 10-Q of Titan Iron Ore Corp.;

ii. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

iii. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

iv. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

A. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

B. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

C. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

D. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

v. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

A. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

B. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 15, 2012

/s/ Frank Garcia

Frank Garcia

Chief Financial Officer

(Principal Accounting Officer and Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Titan Iron Ore Corp. (the "Issuer") hereby certify that:

(1)	the quarterly report on Form 10-Q of the Issuer for the interim period ended September 30, 2012 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Date: November 15, 2012

/s/ Andrew Brodkey 

Andrew Brodkey

President, CEO and Director

(Principal Executive Officer)

/s/ Frank Garcia

Frank Garcia

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

XML

9. RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Management fee	$ 22,500
Rent expenses	7,355	7,500
Owe to the firm	17,086	0
Management fees paid to officer and director	278,979	128,511
Chief Executive Officer [Member]
Advance to related parties	$ 25,000

XML

10. FAIR VALUE MEASUREMENT (Details) (USD $)	Sep. 30, 2012
Fair Value Inputs Level2 [Member]
Assets
Cash	$ 0
Fair Value Measurements Recurring [Member]
Assets
Cash	275,162
Fair Value Measurements Recurring [Member] | Fair Value Inputs Level1 [Member]
Assets
Cash	275,162
Fair Value Inputs Level3 [Member]
Assets
Cash	$ 0

XML

3. MINERAL PROPERTY OPTIONS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 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, 2012, 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 $1,081,676 on the date of issuance. See Note 6 for details.

Commencing six (6) months from the date of the initial payment and every six (6) months thereafter, Titan shall pay seller, as advance production payment, the initial amount of $62,500 , as adjusted by CPI, until commencement of commercial production from the property. At the commencement of commercial production, the semi-annual advance production payment shall convert to a 4.5% gross metal value royalty on iron ore, concentrates, and/or other mineral materials produced and sold from the property by Titan. Upon full settlement of the promissory note, the production royalty shall be reduced, and the Company shall pay the Optionor a gross metal value royalty of 1.5% for all iron product and/or other mineral materials mined and sold from the property.

Labrador Trough Property

On July 19, 2011, the Company entered into an option agreement with Globex Mining Enterprises Inc. ("Globex") effective July 12, 2011 (the "Agreement"), pursuant to which Globex granted the Company the right (the "Option") for a period of 90 days from July 12, 2011 to acquire an undivided 100% interest in and to 144 mining claims (the "Property") located in the Labrador trough area in the Province of Quebec, Canada.

On October 12, 2011, the Company notified the owner of the Labrador Trough iron ore property that the Company would not be exercising the option to acquire the property. The Company recorded an impairment of mineral property charge of $50,124 during the year ended December 31, 2011.

XML

3. MINERAL PROPERTY OPTIONS (Details Narrative) (USD $)	Sep. 30, 2012
Mineral Property Options Details Narrative
Payment for extension of term of option and exercising	$ 145,000

XML

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Sep. 30, 2012
Summary Of Significant Accounting Policies Details Narrative
Anti Dilutive securities outstanding	6,667,000

XML

6. PROMISSORY NOTE (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012
Promissory Note Details Narrative
Accretion expense	$ 75,880
Carrying value of the promissory note	$ 1,157,556

XML

7. STOCK-BASED COMPENSATION (Details Narrative) (USD $)	3 Months Ended		9 Months Ended		64 Months Ended	12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2011 Stock Options One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted			1,000,000			3,450,000	500,000
Weighted average exercise price of share granted			$ 0.20			$ 0.84	$ 0.84
Weighted-average remaining contractual term (years) of share granted			10 years			10 years	3 years
Risk free interest rate			1.63%
Dividend yield			0.00%
Volatility rate			113.00%
Expected life			10 years
Stock-based compensation	$ 433,408	$ 0	$ 1,851,782	$ 0	$ 1,959,554
Unrecognized compensation cost related to non-vested stock options	$ 583,296		$ 583,296		$ 583,296
Cost is expected to be recognized over a weighted average period			9 months 29 days

XML

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

NOTE 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, 2011, included in the Company’s Annual Report on Form 10-K filed on April 16, 2012, 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, 2012 and the results of its operations and cash flows for the nine months ended September 30, 2012 and September 30, 2011. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2012. 

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, 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, 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.

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.

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, 2012, 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 consolidated financial statements.

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 approximates fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximate carrying value as the underlying imputed interest rate approximates the 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 6,667,000 as of September 30, 2012.

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

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.

XML

8. COMMITMENTS (Details Narrative) (USD $)	Sep. 30, 2012
Term of employment agreement with officer	2 years
Monthly remuneration under agreement of employment	$ 15,000
Period of notice to terminate agreement	60 days
Number of shares authorized to purchase	2,400,000
Monthly payment as consulting fee	8,000
Monthly receipt as consulting fee	6,000
Chief Executive Officer [Member]
Period of notice to terminate agreement	15 days
Monthly payment as consulting fee	$ 2,500

XML

BALANCE SHEETS (USD $)	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Cash	$ 275,162	$ 118,066
Prepaid expenses (Note 9)	25,000	25,000
Total current assets	300,162	143,066
Mineral property options (Note 3)	1,226,676	60,000
TOTAL ASSETS	1,526,838	203,066
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable	63,399	21,457
Current portion of promissory note (Note 6)	189,853	0
Accrued expenses - related party (Note 9)	17,086	647
Total Current Liabilities	270,338	22,104
Promissory note (Note 6)	967,703	0
Total Liabilities	1,238,041	22,104
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding	0	0
Common stock, 3,700,000,000 shares authorized at par value of $0.0001, 51,621,000 (December 31, 2011 - 49,737,000) shares issued and outstanding (Note 4)	5,162	4,974
Additional paid-in capital	4,184,778	1,206,184
Deficit accumulated during the exploration stage	(3,901,143)	(1,030,196)
Total Stockholders' Equity	288,797	180,962
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 1,526,838	$ 203,066

XML

STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		64 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Cash Flows from Operating Activities:
Net loss	$ (2,870,947)	$ (353,852)	$ (3,901,143)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation expense	0	0	5,833
Stock-based compensation	1,851,782	0	1,959,554
Loss on disposal of assets	0	0	1,167
Impairment of mineral property	0	50,124	50,124
Accretion on promissory note	75,880	0	75,880
Shares issued for services	126,500	0	144,000
Gain on debt settlement	0	(17,631)	(17,631)
Changes in Assets and Liabilities
Decrease (increase) in prepaid expenses	0	(35,000)	(25,000)
Increase (decrease) in accounts payable	41,942	95,322	70,952
Increase in accrued expenses - related party	16,439	39,250	27,164
Net Cash Provided by (Used in) Operating Activities	(758,404)	(221,787)	(1,609,100)
Cash Flows used in Investing Activities:
Acquisition of property and equipment	0	0	(7,000)
Payment on mineral property options	(85,000)	(80,124)	(195,124)
Net Cash Used in Investing Activities	(85,000)	(80,124)	(202,124)
Cash Flows from Financing Activities:
Common stock issued for cash	1,000,500	1,008,531	2,086,386
Advances provided by related parties	0	100	0
Net Cash Provided by Financing Activities	1,000,500	1,008,631	2,086,386
Net Increase in Cash	157,096	706,720	275,162
Cash- Beginning	118,066	0	0
Cash- Ending	275,162	706,720	275,162
Supplemental Cash Flow Information:
Cash paid for interest	0	0	0
Cash paid for income taxes	0	0	0
Non-cash Investing and Financing Item:
Shares issued for services	126,500	0	144,000
Promissory note issued for mineral property	$ 1,208,646	$ 0	$ 1,208,646

XML

6. PROMISSORY NOTE (Details) (USD $)	Sep. 30, 2012
Summary of estimated contractual principal payments due on the promissory note for the next five years
September 30, 2013	$ 189,853
September 30, 2014	130,557
September 30, 2015	133,841
September 30, 2016	137,208
September 30, 2017	140,660
Total	$ 732,119

XML

7. STOCK-BASED COMPENSATION (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Stock-Based Compensation Details 1
Shares outstanding	4,950,000	3,950,000
Shares granted	1,000,000
Shares exercisable	987,500
Weighted average exercise price of share outstanding	$ 0.71	$ 0.84
Weighted average exercise price of share granted	$ 0.20
Weighted average exercise price of share exercisable	$ 0.84
Weighted-average remaining contractual term (years) of share outstanding	8 years 6 months 2 days	8 years 3 months 3 days
Weighted-average remaining contractual term (years) of share granted	9 years 7 months 3 days
Weighted-average remaining contractual term (years) of share exercisable	8 years 3 months 3 days
Aggregate intrinsic value of share outstanding	$ 110,000	$ 869,000
Aggregate intrinsic value of share exercisable

XML

1. NATURE AND CONTINUANCE OF BUSINESS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 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 nine-months ended September 30, 2012 the Company issued 1,334,000 shares in a private placement and issued 550,000 shares for services received, brining the total outstanding shares to 51,621,000.

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, 2012 the Company has accumulated losses of $3,901,143 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. 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.

XML

BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred stock, issued shares	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	3,700,000,000	3,700,000,000
Common stock, Issued	51,621,000	49,737,000
Common stock, outstanding	51,621,000	49,737,000

XML

11. MINERAL PROPERTY EXPLORATION COSTS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 11 - MINERAL PROPERTY EXPLORATION COSTS

During the nine months ended September 30, 2012 and 2011 the following project costs were incurred:

	Nine months Ended September 30, 2012		Nine Months Ended September 30, 2011
Strong Creek and Iron Mountain:
Technical Report	$	73,137	$	12,879
Claims		3,230		3,255
Drilling		11,655
Travel		20,678		—
Aeromagnetic Survey		20,000		—
Lease payments		5,000
TOTAL		133,700		16,134
Labrador Trough:
Reconnaissance		—		71,335
Total Exploration Costs	$	133,700	$	87,469

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 14, 2012
Document And Entity Information
Entity Registrant Name	Titan Iron Ore Corp.
Entity Central Index Key	0001414043
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		52,327,197
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

XML

12. SUBSEQUENT EVENT

9 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

NOTE 12 - SUBSEQUENT EVENT

On October 1, 2012, the Company made the first advance royalty payment of $63,563 under the Strong Creek and Iron Mountain asset purchase agreement.

On October 19, 2012 the Company announced that it had entered into an agreement with an accredited investor (the “Investor”) to secure equity line financing. Separately, the Company also received funding from convertible debentures.

Under a Securities Purchase Agreement, upon Titan registering its common shares under a registration statement, the Investor will make equity financing available to the Company over a 36-month commitment, allowing the Company to sell up to $10,000,000 in value of its common shares. 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 Prices ("VWAP") for the Company's common stock during the five consecutive trading days following a sales notice and the price that is $0.01 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 Investor will also receive Commitment shares up to a total of 3% of the $10 million commitment amount for the equity line. On October 22, 2012 the Investor received 150,015 shares as the first tranche of commitment shares. The Company can terminate the line at any time.

In addition to equity line financing, the Company received bridge loans in the form of convertible debentures with gross proceeds to the Company of $200,000. These debentures carry an interest rate of 5%, with an original issue discount of 15%, and are convertible at the lesser of: (a) $0.27 during the six months following the closing date, and $.35 thereafter, and (b) 70% of the average daily VWAP for the common stock during the ten (10) consecutive trading days immediately preceding the applicable conversion date. The investors also collectively received 3-year warrants to purchase a total of 705,901 shares at an exercise price of $0.25, exercisable on a cashless basis. A finder's fee of 9% of the purchase price in cash and 9% in warrants was paid  to an affiliate of the Investor with respect to a portion of the convertible debenture financing.

On October 25 and 26, 2012, the investors and the finder collectively exercised their full allotment of warrants on a cashless basis and received a total of 556, 183 restricted shares of the Company.

XML

STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		64 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 4,855
OPERATING EXPENSES
Advertising	657	17,550	1,971	17,550	24,703
General and administrative (Note 9)	143,181	149,298	450,038	179,298	842,101
Impairment of mineral property acquisition costs (Note 3)	0	50,124	0	50,124	50,124
Accretion on promissory note (Note 6)	37,940	0	75,880	0	75,880
Investor relations	157,249	2,899	216,590	2,899	238,636
Professional fees	44,725	29,508	128,718	32,763	254,846
Mineral property exploration costs (Note 11)	62,904	87,469	133,700	87,469	462,807
Stock-based compensation (Note 7)	433,408	0	1,851,782	0	1,959,554
Travel	2,848	1,380	12,268	1,380	13,811
TOTAL OPERATING EXPENSES	882,912	338,228	2,870,947	371,483	3,922,462
LOSS FROM OPERATIONS	(882,912)	(338,228)	(2,870,947)	(371,483)	(3,917,607)
OTHER INCOME (EXPENSES)
Gain on debt settlement	0	0	0	17,631	17,631
Other income (expenses)	0	0	0	0	(1,167)
NET LOSS AND COMPREHENSIVE LOSS	$ (882,912)	$ (338,228)	$ (2,870,947)	$ (353,852)	$ (3,901,143)
BASIC LOSS PER SHARE	$ (0.02)	$ (0.01)	$ (0.06)	$ 0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	51,107,957	49,737,000	51,034,723	143,197,989

XML

6. PROMISSORY NOTE

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 6 - PROMISSORY NOTE

On April 10, 2012 the Company issued a non-interest bearing promissory note in the amount of $6,855,000 to 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) beginning six months from March 30, 2012 (“closing date”) 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 (based on estimated 14.03% interest rate) was calculated to be $1,081,676 on April 10, 2012. The Company recorded an accretion expense of $75,880 for the nine months ended September 30, 2012. As of September 30, 2012, the carrying value of the promissory note is $1,157,556.

At September 30, 2012, estimated contractual principal payments due on the promissory note for the next five years are as follows:

September 30, 2013		189,853
September 30, 2014		130,557
September 30, 2015		133,841
September 30, 2016		137,208
September 30, 2017		140,660
Total	$	732,119

XML

5. SHARE PURCHASE WARRANTS

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

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
Balance, September 30, 2012		1,717,000	$	0.85

Details of share purchase warrants outstanding as of September 30, 2012 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

XML

7. STOCK-BASED COMPENSATION (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of share outstanding	$ 0.71	$ 0.84
Shares outstanding	4,950,000	3,950,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiry date	Dec. 21, 2021
Weighted average exercise price of share outstanding	$ 0.84
Shares outstanding	3,450,000
Stock Options One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiry date	Dec. 21, 2014
Weighted average exercise price of share outstanding	$ 0.84
Shares outstanding	500,000
Stock Options Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiry date	Jun. 21, 2022
Weighted average exercise price of share outstanding	$ 0.20
Shares outstanding	1,000,000

XML

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

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, 2011, included in the Company’s Annual Report on Form 10-K filed on April 16, 2012, 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, 2012 and the results of its operations and cash flows for the nine months ended September 30, 2012 and September 30, 2011. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2012.

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, 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, 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.

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.

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, 2012, 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 consolidated financial statements.

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 approximates fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximate carrying value as the underlying imputed interest rate approximates the 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 6,667,000 as of September 30, 2012.

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

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.

XML

9. RELATED PARTY TRANSACTIONS AND BALANCES

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 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 and this amount was outstanding as at September 30, 2012. This advance for expenses to be incurred on the Company’s behalf was recorded as prepaid expenses.

During the nine months ended September 30, 2012 the Company incurred $22,500 in management fees and $7,355 in rent expense to the  management firm managed by the Company’s CEO (2011: $7,500) with such costs being recorded as general and administrative costs. As at September 30, 2012, the Company owed $17,086 including unreimbursed expenses to this firm (2011: $Nil).

During the nine months ended September 30, 2012 the Company incurred $278,979 in management fees to officers and directors of the Company (2011: $128,511) with such costs being recorded as general and administrative costs.
 

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

XML

7. STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 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. The fair value of the options has been estimated using the Black Scholes option pricing model using the following assumptions: risk free interest rate of 1.63%, dividend yield of 0%, volatility of 113% and expected life of 10 years.  During the nine months ended September 30, 2012, the Company granted 1,000,000 stock options at an exercise price of $0.20 for 10 years. During the nine months ended September 30, 2012, the Company recorded stock-based compensation of $1,851,782 related to the vesting period for these stock options.

The following table summarizes the options outstanding as at September 30, 2012:

	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
		0.71		4,950,000

      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		8.33		869,000
Options granted		1,000,000		0.20		9.73
Outstanding, September 30, 2012		4,950,000		0.71		8.62		110,000
Exercisable, September 30, 2012		987,500		0.84		8.33		-

As at September 30, 2012, there was $583,296 of unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 0.83 years.

XML

8. COMMITMENTS

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

NOTE 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 option (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 certain geological advisory services. 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 to provide certain geological, engineering, marketing and project management services as may be requested by 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 November 1, 2011, the Company entered into a consulting agreement with a financial public relations firm for a term of 1 year. Under the agreement, the consultant receives $8,000 per month, and 500,000 options (granted) to purchase common stock of the Company.

On September 5, 2012, the Company entered into a consulting and professional service agreement with a consultant to provide corporate advisory, corporate finance, strategic planning, marketing and related advisory services in consideration for the issuance of 500,000 shares of restricted common stock. The 500,000 shares were issued on September 25, 2012. The term of the agreement is for a period of 6 months, provided, however, that the Company may extend the agreement for a successive 6 month period for an additional 500,000 shares of restricted stock.

XML

10. FAIR VALUE MEASUREMENT

9 Months Ended

Sep. 30, 2012

Fair Value Disclosures [Abstract]

NOTE 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 market rate.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of September 30, 2012, 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)		2012
	$		$		$		$
Assets:
Cash		275,162		–		–		275,162

As at September 30, 2012, there were no liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet.

XML

5. SHARE PURCHASE WARRANTS (Details 1) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Shares outstanding	4,950,000	3,950,000
Weighted average exercise price of share outstanding	$ 0.71	$ 0.84
Warrant [Member]
Shares outstanding	1,717,000	1,050,000
Weighted average exercise price of share outstanding	$ 0.85	$ 0.75
Warrant One [Member]
Shares outstanding	1,050,000
Weighted average exercise price of share outstanding	$ 0.75
Expiry date	Jun. 20, 2014
Warrant Two [Member]
Shares outstanding	667,000
Weighted average exercise price of share outstanding	$ 1.00
Expiry date	Jan. 10, 2015

XML

11. MINERAL PROPERTY EXPLORATION COSTS (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Strong Creek and Iron Mountain:
Technical Report	$ 73,137	$ 12,879
Claims	3,230	3,255
Drilling	11,655	0
Travel	20,678	0
Aeromagnetic Survey	20,000	0
Lease payments	5,000	0
TOTAL	133,700	16,134
Reconnaissance	0	71,335
Total Exploration Costs	$ 133,700	$ 87,469

XML

STATEMENT OF STOCKHOLDERS EQUITY (Unaudited) (USD $)	Common Stock	Additional Paid-In Capital	Deficit Accumulated During the Development Stage	Total
Beginning Shares, Amount at Jun. 04, 2007	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Jun. 04, 2007	0
Common Stock issued for cash at $0.0001 per share, Shares	148,000,000
Common Stock issued for cash at $0.0001 per share, Amount	14,800	(14,400)		400
Common Stock issued for cash at $0.05 per share, Shares	29,637,000
Common Stock issued for cash at $0.05 per share, Amount	2,964	37,086		40,050
Netloss			(21,874)	(21,874)
Ending Balance, Amount at Dec. 31, 2007	17,764	22,686	(21,874)	18,576
Ending Balance, Shares at Dec. 31, 2007	177,637,000
Common Stock issued for creditors at $0.05 per share, Shares	12,950,000
Common Stock issued for creditors at $0.05 per share, Amount	1,295	16,205		17,500
Netloss			(34,675)	(34,675)
Ending Balance, Amount at Dec. 31, 2008	19,059	38,891	(56,549)	1,401
Ending Balance, Shares at Dec. 31, 2008	190,587,000
Netloss			(9,485)	(9,485)
Ending Balance, Amount at Dec. 31, 2009	19,059	38,891	(66,034)	(8,084)
Ending Balance, Shares at Dec. 31, 2009	190,587,000
Netloss			(9,485)	(9,485)
Ending Balance, Amount at Dec. 31, 2010	19,059	38,891	(75,519)	(17,569)
Ending Balance, Shares at Dec. 31, 2010	190,587,000
Common Stock issued for cash at $0.50 per share, Shares	2,100,000
Common Stock issued for cash at $0.50 per share, Amount	210	1,049,790		1,050,000
Share issuance costs		(4,564)		(4,564)
Shares cancelled, Shares	(142,950,000)
Shares cancelled, Amount	(14,295)	14,295
Stock-based compensation		107,772		107,772
Netloss			(954,677)	(954,677)
Ending Balance, Amount at Dec. 31, 2011	4,974	1,206,184	(1,030,196)	180,962
Ending Balance, Shares at Dec. 31, 2011	49,737,000
Stock-based compensation		1,851,782		1,851,782
Common Stock issued for cash at $0.75 per share, Shares	1,334,000
Common Stock issued for cash at $0.75 per share, Amount	133	1,000,367		1,000,500
Shares issued for services, shares	550,000
Shares issued for services, amount	55	126,445		126,500
Netloss			(2,870,947)	(2,870,947)
Ending Balance, Amount at Sep. 30, 2012	$ 5,162	$ 4,184,778	$ (3,901,143)	$ 288,797
Ending Balance, Shares at Sep. 30, 2012	51,621,000

XML

4. COMMON STOCK

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

NOTE 4 - COMMON STOCK

On January 11, 2012, the Company closed a private placement for 1,334,000 units at a price of $0.75 per unit for proceeds of $1,000,500. Each unit consists of one share of our common stock and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one share of our common stock at a purchase price of $1.00 for a period of three years.

On September 12, 2012, the Company issued 50,000 shares to a consultant under a contract entered into on July 18, 2012 to provide fund raising services to the Company. Per substance of the agreement, the shares are valued at the contract date. The closing price of the Company’s stock on July 18, 2012 was $0.43 and therefore the transaction was valued at $21,500.

On September 25, 2012, the Company issued 500,000 shares to a consultant under a contract to provide various corporate finance advisory services to the Company. Per substance of the agreement, the shares were valued at the contract date. The closing price of the Company’s stock on September 5, 2012 was $0.21 and therefore the transaction was valued at $105,000.

XML

1. NATURE AND CONTINUANCE OF BUSINESS (Details Narrative) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Nature And Continuance Of Business Details Narrative
Deficit accumulated during the exploration stage	$ 3,901,143	$ 1,030,196

XML

5. SHARE PURCHASE WARRANTS (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Shares outstanding	4,950,000	3,950,000
Shares granted	1,000,000
Weighted average exercise price of share outstanding	$ 0.71	$ 0.84
Weighted average exercise price of share granted	$ 0.20
Warrant [Member]
Shares outstanding	1,717,000	1,050,000
Weighted average exercise price of share outstanding	$ 0.85	$ 0.75
Warrant [Member] | PrivatePlacementMember
Shares granted	667,000
Weighted average exercise price of share granted	$ 1.00