Nevada
|
98-0546715
|
|
State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization
|
Identification No.)
|
Registrant’s telephone number, including area code
|
(855) 473-7473
|
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock
par value $.0001
|
OTC Pink Sheet
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
|
-
|
Balance Sheets as of December 31, 2014 and December 31, 2013
|
|
-
|
Statements of Comprehensive Loss for the year ended December 31, 2014 and for the period from December 2, 2013 (inception) to December 31, 2014
|
|
-
|
Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2014 and for the period from December 2, 2013 (inception) to December 31, 2014
|
|
-
|
Statements of Cash Flows for the year ended December 31, 2014, and for the period from December 2, 2013 (inception) to December 31, 2014
|
|
-
|
Notes to the Financial Statements
|
Exhibit
|
|
Number
|
Description
|
(2)
|
Plan of Acquisition, re-organization, arrangement, liquidation or succession
|
2.1
|
Agreement and Plan of Merger and Reorganization, dated as of January 31, 2014, by and among Titan Iron Ore Corp., iHookup Operations Corp and iHookup Social, Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
(3)
|
Articles of Incorporation and Bylaws
|
3.1
|
Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
3.2
|
Amended and Restated Bylaws (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
3.3
|
Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 29, 2014)
|
3.4
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on January 22, 2015)
|
(10)
|
Material Contracts
|
10.1
|
2014 Stock Option Plan (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
Form of Stock Option Agreement (Incorporated by reference to the Definitive Information Statement on Schedule 14C, previously filed with the SEC on April 30, 2014)
|
|
10.2
|
Securities Purchase Agreement dated March 26, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
10.3
|
Convertible Promissory Note dated March 26, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
10.4
|
Securities Purchase Agreement dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
10.5
|
Convertible Bridge Note dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
10.6
|
First Amendment to First Amended Securities Purchase Agreement dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 5, 2013)
|
10.7
|
Securities Purchase Agreement dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
10.8
|
Convertible Promissory Note dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
10.9
|
Promissory Note dated June 25, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 27, 2013)
|
10.10
|
Securities Purchase Agreement dated August 15, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
10.11
|
Convertible Promissory Note dated August 15, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
10.12
|
Securities Purchase Agreement dated August 23, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
10.13
|
Convertible Promissory Note dated August 23, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 6, 2013)
|
10.14
|
Convertible Note dated September 18, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 26, 2013)
|
10.15
|
Assignment Agreement dated September 18, 2013 with Wyomex, LLC and Magna Group LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on September 26, 2013)
|
10.16
|
Securities Purchase Agreement dated September 18, 2013 with Hanover Holdings I, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
10.17
|
Convertible Promissory Note dated September 18, 2013 with Hanover Holdings I, LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
10.18
|
Letter dated September 30, 2013 with GCA Strategic Investment Fund Ltd. re: Extension of Convertible Bridge Note dated April 2, 2013 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 7, 2013)
|
10.19
|
Securities Purchase Agreement dated October 14, 2013 with Asher Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
10.20
|
Convertible Promissory Note dated October 14, 2013 with Asher Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
10.21
|
Letter dated October 18, 2013 re: Securities Purchase Agreement and Convertible Note with the Marie Baier Foundation dated October 18, 2012 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 18, 2013)
|
10.22
|
Securities Purchase Agreement dated October 31, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.23
|
Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.24
|
Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.25
|
Convertible Redeemable Note dated November 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.26
|
Secured Promissory Note GEL Back End Security Note 1 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.27
|
Secured Promissory Note GEL Back End Security Note 2 of 2 dated November 4, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.28
|
Amended and Restated Convertible Redeemable Note dated November 5, 2013 with LG Capital Funding LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.29
|
Debt Purchase Agreement dated November 4, 2013 with LG Capital Funding LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.30
|
Debt Purchase Agreement dated November 4, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 15, 2013)
|
10.31
|
Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
10.32
|
Amended and Restated Convertible Redeemable Note dated December 5, 2013 with GEL Properties LLC (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
10.33
|
Debt Purchase Agreement dated December 5, 2013 with GEL Properties LLC and The Marie Baier Foundation (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on December 13, 2013)
|
10.34
|
Asset Purchase Agreement dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
10.35
|
General Contract for Services dated January 18, 2014 by and between Checkmate Mobile Inc. and iHookup Social Inc. (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
10.36
|
Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Dean Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
10.37
|
Employment Agreement dated January 19, 2014 by and between iHookup Social Inc. and Robert Rositano (Incorporated by reference to Amendment No. 1 to the Current Report on Form 8-K, previously filed with the SEC on February 18, 2014)
|
10.38
|
Convertible Promissory Notes dated February 10, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 19, 2014)
|
10.39
|
Convertible Promissory Notes dated February 17, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 27, 2014)
|
10.40
|
Convertible Promissory Notes dated February 20, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on February 27, 2014)
|
10.41
|
Convertible Promissory Note dated February 28, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 5, 2014)
|
10.42
|
Convertible Promissory Notes dated March 7, 2014 and March 11, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 20, 2014)
|
10.43
|
Convertible Promissory Notes dated March 20, 2014 and March 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on March 28, 2014)
|
10.44
|
Convertible Promissory Note dated April 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 6, 2013)
|
10.45
|
Convertible Promissory Note dated May 12, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 16, 2014)
|
10.46
|
Convertible Promissory Note dated May 15, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 21, 2014)
|
10.47
|
Convertible Promissory Notes dated May 22, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on May 29, 2014)
|
10.48
|
Convertible Promissory Notes dated May 29, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 3, 2014)
|
10.49
|
Convertible Promissory Notes dated June 17, 2014 and June 18, 2014(Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2014)
|
10.50
|
Convertible Promissory Note dated July 16, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 23, 2014)
|
10.51
|
Convertible Promissory Notes dated October 8, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 16, 2014)
|
10.52
|
Convertible Promissory Note dated October 15, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on October 27, 2014)
|
10.53
|
Convertible Promissory Notes dated November 13, 2014 and November 21, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 24, 2014)
|
10.54
|
Investment Agreement, Registration Rights Agreement and Escrow Agreement dated June 25, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 30, 2014)
|
10.55
|
Letter Agreement, Promissory Note, Pledge and Indemnification Agreement dated June 25, 2014 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 30, 2014)
|
(21)
|
Subsidiaries
|
21.1
|
IHookup Social, Inc., a Delaware corporation
|
(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 (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 16, 2015)
|
31.2
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 16, 2015)
|
(32)
|
Section 1350 Certification
|
32.1
|
Section 906 Certifications under Sarbanes-Oxley Act of 2002 (Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on April 16, 2015)
|
(101)
|
XBRL
|
101.INS *
|
XBRL INSTANCE DOCUMENT
|
101.SCH *
|
XBRL TAXONOMY EXTENSION SCHEMA
|
101.CAL *
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
101.DEF *
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
101.LAB *
|
XBRL TAXONOMY EXTENSION LABEL LINKBASE
|
101.PRE *
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
|
Q$:H,CF>_?[
ML=^UK\NA'][Y\]`+IV`_>*J:-ML+SN%@^]ZT]?%_TLI37)+%5RSPJU@"^.^5
MSM!,UP7X5<[SNXD?SN;>#3V8*A+XQ7'P
M^F%.&PC7;P\3?WX_^@8AME4V*V[C48L8+40\"=K$!5(7R%Q@[0*Y"Q0N4%K`
M"&31VD"L_3^T$31"&QS5"@$CEN\(@1;HDKA`Z@*9"ZQ=('>!P@5*"R!"!(X0
M_5D`8T%8+X?PKQ4+"SK`E;29S+0H,4,2AJ0,R1BR9DC.D((AI8V0H4]N&KJP
MAI4$;&;LP=@9NS0*9*H381XS)&%(RI",(6N&Y`PI&%+:"!D[9$X2_Y>G75AW
M8\>@74D$4C8BL41F$XTD&C&*!?.`*I9J(R3*%#+51&MFDVOD`G6AC9"ZM*F)
M'+`'W""'L*9R2,260R*V'!H1*=0?>Q-'"?T 3@,``'P*```9````>&PO=V]R
M:W-H965T/#AV&T_7QT6D<'0&9/JFWL4:4H=%*Z7.@0EC!T5&>1ZE3=_Q!2):R
M>EL?^/4!?=3:FH$<,L]4:B\F:+12^ARH$%96_JQY6@JK:?D+/V/T,Q)3MH1`
MA%:V=B]75J-L`47:1B8AO2"CU.JNI;":EE9:(GI:^1_R:@F=MA$P%DLW7Q*T
MZ90)*PW*7:@0$.16AJ(4T)V!!`F<1P-D]&[+AX2V0+OJ:;SJ10;!U8-C*E::M9@,`%G4]D`\GF[,BC)
M]+DSG6Q74"N8CN=Y/)AZSY!@MI4L3B5A5Y&^H1CM)1[@[1FA\NL932>HA3@'
MQFAO;\M8H"2R*9NZTJ,7'0!P.0:X'(X1SPA8'0:.>P.C9&R3"[[<]+C2L\T=
MJ.@:*"/N00U[4"@9X73Z^.M*THN2#APLR(\G9L0]N,-*P*E""<*%8>+WVE-L
MCRR\OZ?N(`VO03+B'E*RMT4DE)Q'PO:+2*-KD(RXAS3N(:'D[+HZV]S)R1Q:
M1SO"Y<5NQ%VHX2%^S`DEF%.P75=PZ:*G[ZDZB.-K$(VXAQAT!U^@!!&3Q`_'
M41_O6!%'P6&WZW#!&71%=E;=(^MMDHNMYA):1_(&&YYJN.FW=,5^4+GBC7(J
M5L`.Y;OF\)!XIN%JW=W)="PUED;TOX]F"P0_HNB`LA].[!G)K[KYGY?P``
M`/__`P!02P,$%``&``@````A`.9X4F^X(NMW65^Y
MG>J$PR'U5K4TORM#Q(OR'KT+]_H$.UD\;!&&5>`@RCU^]'L#$;/O0J))U3MG
MX'+I;Z+PLH1#\5K`'I:(1NQ$+U#'EBB`E_KXM?I<-
MGF=T8M@VPOC@H%K&$XCFD`BH8<30];ZUG&U977Q5#@K64Z"^6/"R$%:_D6@
M+5HPVW+N4E9#@-@WX<)U#'7$@A'IH8T`3I:56'6>6VS3$B0L+A*@RG>*Z8PQ
MW1@;*0NGS9+7!MM9P"TA4\-5>XFM?_+GYR"!'B:0=>5VJY`UXGV10L,SH23*
MTSSTF(FNT`/(;-XN\\U]E3F/2RM>RMROVO[^(]X:&J(8IOV0;C[NX';#
M\%?;A\Y<_\_M8C)[?VL.+Z;]Q?3"&-GCB]EX\?YB;"P7[]^;L_ZPO_POJ`P?
M@WH%S]'L\)A1]CA4V,`\,*YV+CR,-$R$3:9F66%.B0-))?1O:XX`!P[IAEP&[[3!L*]`"NW2?)EN'K0/Z%?9(2K(8
MRTO2!AO6U8=$(G]\_]_C(W7UVH.(H4,B).5QVZM=KGJ(Q#X?TSAH>W>&_4L;
M'I(*QV/,>$S:WIQ([]K6^^]=Q9LJ)!%!L#Z6F[CMA4HEFY6*]&$8R\L\(3',
M3;B(L()7$53&`A\!W8A5UJK59B7"-/90C",@>WLRH3Y!0TW2V\J(]QB\QDKJ
M`9^)@29-G!4&.Y[6-$+.99<)=(A9VP,^8WXT)`^4AQB6"B;:7M7\O,K6U0K>
M3!