GlobeStar Therapeutics Corp - Quarter Report: 2013 March (Form 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 MARCH 31, 2013

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO _________

Commission File Number: 333-170315

FIRST TITAN CORP.

(Exact name of registrant as specified in its charter)


Florida		27-3480481
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification Number)

495 Grand Boulevard, Suite 206
Miramar Beach, Florida		32550
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (850) 269-7267

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. Yes [X] 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). Yes [ ] No [X]

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	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 9,263,730 shares of Registrant’s $0.0001 par value common stock issued and outstanding as of May 14, 2013.

TABLE OF CONTENTS


Part I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17

Part II	OTHER INFORMATION	17

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	18
Item 6.	Exhibits	18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to First Titan Corp., a Florida corporation.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

First Titan Corp.

Consolidated Balance Sheets

(Unaudited)


	March 31, 2013			September 30, 2012
Assets
Current assets:
Cash	$	34,487		$	1,359
Accounts receivable and accrued revenue		13,984			—
Total current assets		48,471			1,359

Oil and gas property, accounted for using the full cost method of accounting
Evaluated property, net of accumulated depletion of $7,206 and $—, respectively		124,523			128,000
Unevaluated property		235,575			153,264

Total assets	$	408,569		$	282,623

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	107,920		$	28,568
Advances payable		241,015			329,050

Total current liabilities		348,935			357,618

Convertible notes payable, net of discount of $331,016 and $110,410, respectively		13,363			20,519
Accrued interest payable		17,588			10,120
Asset retirement obligation		517			500

Total liabilities		380,403			388,757

Stockholders’ equity (deficit):
Common stock; $0.0001 par value; 250,000,000 shares authorized; 8,536,415 and 5,646,415 shares issued and outstanding at March 31, 2013 and September 30, 2012, respectively		854			565
Additional paid-in capital		1,524,706			1,058,795
Accumulated deficit		(1,497,394	)		(1,165,494	)

Total stockholders’ equity (deficit)		28,166			(106,134	)

Total liabilities and stockholders’ equity (deficit)	$	408,569		$	282,623

The accompanying notes are an integral part of these consolidated financial statements

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First Titan Corp.

Consolidated Statements of Operations

(Unaudited)


	Six months ended March 31,						Three months ended March 31,
	2013			2012			2013			2012

OIL AND GAS SALES, net	$	37,707		$	—		$	13,750		$	—

OPERATING EXPENSE:
Lease operating expense		633			—			321			—
Depletion, depreciation and amortization		7,206			—			2,202			—
Accretion expense		17			—			13			—
General and administrative		224,289			171,628			146,508			102,865

LOSS FROM OPERATIONS		(194,438	)		(171,628	)		(135,294	)		(102,865	)

Other income (expense):
Interest expense		(137,462	)		—			(100,599	)		—

NET LOSS	$	(331,900	)	$	(171,628	)	$	(235,893	)	$	(102,865	)

Net loss per common share - basic and fully diluted	$	(0.05	)	$	(0.29	)	$	(0.03	)	$	(0.17	)

Weighted average number of common shares outstanding - basic and fully diluted		6,581,719			600,000			7,350,797			600,000

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

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First Titan Corp.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Six Months Ended March 31, 2013

(Unaudited)


	Common Stock				Capital in Excess of		Accumulated
	Shares	Amount			Par Value		Deficit				Total

Balance, September 30, 2012	5,646,415		$	565	$	1,058,795		$	(1,165,494	)	$	(106,134	)

Issuance of common stock for conversion of debt	2,890,000			289		115,311			—			115,600
Discount on convertible notes payable	—			—		329,050			—			329,050
Imputed interest	—			—		21,550			—			21,550
Net loss	—			—		—			(331,900	)		(331,900	)

Balance, March 31, 2013	8,536,514		$	854		1,524,706			(1,497,394	)		28,166

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

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First Titan Corp.

Consolidated Statements of Cash Flows

(Unaudited)


	Six months ended March 31,
	2013			2012

Operating activities
Net loss	$	(331,900	)	$	(171,628	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depletion and accretion		7,223			—
Amortization of discount on convertible notes payable		108,444			—
Imputed interest		21,550			—
Changes in operating assets and liabilities:
Accounts receivable and accrued revenue receivable		(13,984	)		—
Accounts payable and accrued liabilities		86,820			16,697
Net cash used by operating activities		(121,847	)		(154,931	)

Investing activities
Investment in oil and gas properties		(86,040	)		(205,764	)
Net cash used by investing activities		(86,040	)		(205,764	)

Financing activities
Proceeds from advances		241,015			395,849
Net cash provided by financing activities		241,015			395,849

Net increase(decrease) in cash		33,128			35,154

Cash at beginning of period		1,359			21,942

Cash at end of period	$	34,487		$	57,096


Cash paid for:
Interest	$	—		$	—
Taxes	$	—		$	—

Supplemental disclosures non-cash investing and financing activities:
Common stock issued for conversion of note payable	$	115,600		$	—
Discount on advances refinanced into Convertible Notes Payable	$	329,050		$	—

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

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First Titan Corp.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

First Titan Corp. (the “Company”), a Florida corporation, was formed to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company is currently primarily an oil and gas exploration company.

The Company was incorporated on September 16, 2010 with our corporate headquarters located in Bradenton, Florida. The Company’s year-end is September 30.

On September 16, 2011, First Titan Corporation created First Titan Energy, LLC for the purpose of investing in oil and gas properties, greenfield projects and in the development of cutting edge exploration and production technologies.

On September 16, 2011, we formed a new subsidiary company —First Titan Technical, LLC—to commence business operations designing and marketing automotive electronics custom-designed for heavy-duty vehicles. The Company has received funding of $25,000 which will be used to implement the initial phase of our business plan.

NOTE 2. GOING CONCERN

For the six months ended March 31, 2013, the Company had a net loss of $331,900 and negative cash flow from operating activities of $121,847. As of March 31, 2013, the Company has negative working capital of $300,464. Although the Company began receiving revenue on October 1, 2012, management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to fully implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Interim Financial Statements

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements for the period ended September 30, 2012 and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K/A-1 on February 7, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended September 30, 2012 have been omitted.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries, First Titan Energy, LLC and First Titan Technical, LLC, from the date of their formation. Significant intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of six months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2013 and September 30, 2012.

Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil, in which case the gain or loss is recognized in the statement of operations.

Depletion of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the units-of-production method based on proved reserves. There was no depletion recognized during the year ended September 31, 2012, because there was no production during this period. The company recognized $7,206 of depletion during the six months ended March 31, 2013. Net capitalized costs of oil and gas properties, less related deferred taxes, are limited to the lower of unamortized cost or the cost ceiling, defined as the sum of the present value of estimated future net revenues from proved reserves based on unescalated prices discounted at 10 percent, plus the cost of properties not being amortized, if any, plus the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any, less related income taxes. As of March 31, 2013, the Company has oil and gas properties in the amount of $235,575 which are being excluded from amortization because they have not been evaluated to determine whether proved reserves are associated with those properties. Costs in excess of the present value of estimated future net revenues as discussed above are charged to impairment expense. The Company applies the full cost ceiling test on a quarterly basis on the date of the latest balance sheet presented.

Based on management’s review, 100% of the unproved oil and gas properties balance as of March 31, 2013 is expected to be added to amortization during the year ending September 30, 2013. The table below sets forth the cost of unproved properties excluded from the amortization base as of March 31, 2013 and notes the year in which the associated costs were incurred:

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	Year of Acquisition
	2011		2012		2013		Total
Acquisition costs	$	—	$	153,264	$	82,311	$	235,575
Development costs		—		—		—		—
Exploration costs		—		—		—		—
Total	$	—	$	153,264	$	82,311	$	235,575

Asset retirement costs are recognized when the asset is placed in service, and are included in the amortization base and amortized over proved reserves using the units of production method. Asset retirement costs are estimated by management using existing regulatory requirements and anticipated future inflation rates.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common Shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding for any periods reported.

Revenue and Cost Recognition

Sales of crude oil are recognized when the delivery to the purchaser has occurred and title has been transferred. This occurs when oil has been delivered to a pipeline or a tank lifting has occurred. Crude oil is priced on the delivery date based upon prevailing prices published by purchasers with certain adjustments related to oil quality and physical location. The Company began receiving revenue effective October 1, 2012.

Recently Issued Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

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In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 4. OIL AND GAS PROPERTIES

Oil and gas properties as of March 31, 2013 and September 31, 2012 consisted of the following:


	March 31, 2013			September 31, 2012
Evaluated Properties
Costs subject to depletion	$	131,729		$	128,000
Accumulated Depletion		(7,206	)		—
Total evaluated properties		124,523			128,000

Unevaluated properties		235,575			153,264
Net oil and gas properties	$	360,098		$	281,264

Evaluated Properties

Alabama – We began receiving revenue from our well in Little Cedar Creek Field on October 1, 2012.

Unevaluated Properties

Louisiana – During October 2012, we acquired a working interest in the Lake Boeuf Field in Southeast Louisiana. The field covers 300 acres in Lafourche Parish. The prospect is a 12,025 foot directional well and will be drilled utilizing a land rig. The trap is structural closure bounded by two faults which form a wedge shaped block. Approximately 50 feet of structural advantage should be gained over the downdip wells. We paid approximately $57,000 for this working interest.

Oklahoma – In April 2012, we purchased a 1.41% working interest in a well in the South Merrick Project in Logan County, Oklahoma for $30,000. The price paid for the working interest includes the completion of a 7,500 foot well.

NOTE 5. ADVANCES FROM THIRD PARTIES

During the six months ended March 31, 2013, the Company received net, non-interest bearing advances from certain third parties totaling $241,015. The total amount due under these advances as of March 31, 2013 was $241,015. These advances are not collateralized, non-interest bearing and are due on demand. During the six months ended March 31, 2013, we recognized imputed interest expense in the amount of $21,550 on these advances.

NOTE 6. CONVERTIBLE NOTES PAYABLE

During the six months ended , the holders of the Convertible Note Payable dated January 31, 2012 elected to convert principal in the amounts shown below into shares of common stock at a rate of $0.04 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion at $0.04 per share.


Date	Principal Converted		Number of Shares Issued		Unamortized Discount
November 30, 2012	$	22,000		550,000	$	18,262
January 7, 2013		12,000		300,000		9,543
February 8, 2013		25,600		640,000		19,824
March 12, 2013		28,000		700,000		21,029
March 21, 2013		28,000		700,000		20,567
Total	$	115,600		2,890,000	$	89,225

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On February 28, 2013, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $329,050 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on February 28, 2015. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.04 per share.

The Company evaluated the terms of this note in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $329,050 on February 28, 2013. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Note Payable. The discount to the Convertible Note Payable is being amortized to interest expense over the life of the note.

The Company evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the three notes listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flow under the terms of each of the new instruments was less than 10% from the present value of the remaining cash flows under the terms of the original notes. No gain or loss on the modifications was required to be recognized.

NOTE 7. COMMITMENTS AND CONTINGENCIES

On January 3, 2012, the Company entered into a participation agreement in an oil and gas drilling project in Calcasieu Parish, Louisiana (the “Participation Agreement”). Under the terms of the Participation Agreement, the Company will participate in the drilling of one well and may participate in the drilling of future wells if it chooses. The Company will pay 25% of the drilling cost of the first well and will receive 13.59% of the net revenue from the well. The Company anticipates that its share of the total drilling and completion cost of the initial well, projected to be drilled to approximately 15,500 feet, will be $3.4 million. The Company has paid $40,000 of its share of the costs of the well to date. The Company does not have cash on hand in order to fully satisfy its obligations under the Participation Agreement and is currently seeking additional required financing. There is no guarantee that the Company will be able to obtain adequate financing, and the Company currently does not have a firm commitment from a lender to loan additional funds.

On January 19, 2012, the Company entered into a working interest purchase and sale agreement (the “Big Canyon Agreement”) related to 640 acres of land located in Terrell County, Texas (the “Big Canyon Prospect”). According to the terms of the Big Canyon Agreement, the Company will purchase an 82.5% working interest and will receive a 64.35% net royalty interest in the Big Canyon Prospect. The Company will pay $60,000 for the rights under this contract. This amount is payable in weekly installments of $5,000 beginning January 27, 2012. Under the terms of the Big Canyon Agreement, the Company will have the right to drill one well within six months and a second well within the next six months if the first well is unsuccessful. If either well is successful, the Company must pay a $200 per acre bonus for the entire leased acreage. No wells were drilled on the Big Canyon Prospect prior to the expiration of the Big Canyon Agreement. As a result, the amounts paid under the contract were considered impaired and were reclassified to the full cost amortization pool as of September 30, 2012.

NOTE 8. STOCKHOLDERS’ EQUITY

On November 30, 2012, the Company issued 550,000 shares of common stock to a third party for conversion of a note payable in the principal amount of $22,000. The shares were valued at $22,000 and no gain or loss was recognized on the conversion.

On January 7, 2013, the Company issued 300,000 shares of common stock to a third party for conversion of a note payable in the principal amount of $12,000. The shares were valued at $12,000 and no gain or loss was recognized on the conversion.

On February 8, 2013, the Company issued 640,000 shares of common stock to a third party for conversion of a note payable in the principal amount of $25,600. The shares were valued at $25,600 and no gain or loss was recognized on the conversion.

On March 12, 2013, the Company issued 700,000 shares of common stock to a third party for conversion of a note payable in the principal amount of $28,000. The shares were valued at $28,000 and no gain or loss was recognized on the conversion.

On March 21, 2013, the Company issued 700,000 shares of common stock to a third party for conversion of a note payable in the principal amount of $28,000. The shares were valued at $28,000 and no gain or loss was recognized on the conversion.

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NOTE 9. SUBSEQUENT EVENTS

On April 24, 2013, the holder of the Convertible Note Payable dated January 31, 2012 elected to convert principal and unpaid accrued interest in the total amount of $17,000 into 425,000 shares of common stock. On that date, the unamortized discount related to this principal was $11,921. The unamortized discount was immediately amortized to interest expense upon conversion. No gain or loss was recognized on the conversion as it occurred within the terms of the agreement which provided for conversion at $0.04 per share.

On May 3, 2013, the holder of the Convertible Note Payable dated January 31, 2012 elected to convert the remaining unpaid accrued interest in the amount of $12,093 into 302,315 shares of common stock. No gain or loss was recognized on the conversion as it occurred within the terms of the agreement which provided for conversion at $0.04 per share.

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ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

First Titan Corp. is a development stage company and was incorporated in Florida on September 16, 2010. The Company intended to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company was considered to be in the development stage in accordance with ASC 915 until October 1, 2012 when it began receiving revenue.

We intend to invest in oil and gas properties, greenfield projects and in the development of cutting edge exploration and production technologies.

In September 2011, First Titan Corporation created First Titan Energy, LLC with the goal of capitalizing on the booming oil and gas industry. It is our intention to maximize shareholder value through mergers and acquisitions, greenfield projects and investments in the development of cutting edge exploration and production technologies.

During October 2012, we acquired a working interest in the Lake Boeuf Field in Southeast Louisiana. The field covers 300 acres in Lafourche Parish. The prospect is a 12,025 foot directional well and will be drilled utilizing a land rig. The trap is structural closure bounded by two faults which form a wedge shaped block. Approximately 50 feet of structural advantage should be gained over the downdip wells. We paid approximately $57,000 for this working interest.

As a result of the Participation Agreement and the Big Canyon Agreement, the Company is expanding its business plan into participation in oil and gas leases. We do not plan on abandoning our original business of manufacturing instrument panels and wiring harnesses; rather, our oil and gas business is intended to be an addition to our original business.

On September 16, 2011, we formed a new subsidiary company —First Titan Technical, LLC—to commence business operations designing and marketing automotive electronics custom-designed for heavy-duty vehicles. The Company has received funding of $25,000 which was used to implement the initial phase of our business plan.

First Titan Technical’s primary operations are the sourcing of specialized instrument panels, wiring harnesses and other electronic solutions for the manufacturers of commercial trucks, boats, agricultural generators and other industrial equipment in the multi-billion-dollar automotive market. We expect the new subsidiary to provide a solid financial base from which to pursue potentially lucrative new projects around the globe.

We have generated limited revenues to date and our activities have been limited to developing our business plan and beginning to implement that plan. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise an additional $500,000 to implement our business plan over the next 18 months. Our current cash on hand is insufficient to fully realize our oil and gas investments or develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.

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We have limited revenues; have incurred losses since inception, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations.

Results of Operations

The following discussion should be read in conjunction with the condensed financial statements contained elsewhere in this document and in conjunction with the Company’s Form 10-K for the year ended September 30, 2012. Results for interim periods may not be indicative of results for the full year.

We incurred a net loss of $331,900 for the six months ended March 31, 2013, and had a working capital deficit of $300,464 as of March 31, 2013. We do not anticipate having positive net income or positive cash flows from operations in the immediate future. Net cash used by operations for the six months ended March 31, 2013 was $121,847. These conditions create an uncertainty as to our ability to continue as a going concern.

We continue to rely on advances to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will continue to have such advances available. We will not be able to continue operations without them. We are pursuing alternate sources of financing, but there is no assurance that additional capital will be available to the Company when needed or on acceptable terms.

We have generated limited revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must develop the business and marketing plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent refining our business plan.

Results of Operations for the six months ended March 31, 2013 compared to the six months ended March 31, 2012

Oil and gas sales

We earned net revenue of $37,707 during the six months ended March 31, 2013. We did not earn revenue during the comparable period of 2012. We began to receive revenue as of October 1, 2012 as a result of production beginning on an oil and gas well in which we participate. Net revenue for the six months ended March 31, 2013 consisted of revenue in the amount of $40,964 offset by production taxes and revenue deductions in the amount of $3,257.

Lease operating expense

We incurred lease operating expense of $633 during the six months ended March 31, 2013 as a result of production beginning on an oil and gas well effective October 1, 2012. We did not incur any lease operating expense during the comparable period of 2012 because we did not have any producing oil and gas wells during that time period.

Depletion, depreciation and amortization

We incurred depletion expense of $7,206 during the six months ended March 31, 2013 as a result of production beginning on an oil and gas well effective October 1, 2012. We did not incur any depletion expense during the comparable period of 2012 because we did not have any producing oil and gas wells during that time period.

General and Administrative Expenses

General and administrative expenses increased in the six months ended March 31, 2013 as compared to the six months ended March 31, 2012 from $171,628 to $224,289. The increase in general and administrative expense was primarily due to an increase in the Company’s operations related to finalizing and beginning to implement its business plan.

Loss from Operations

The increase in our loss from operations for the six months ended March 31, 2013 as compared to the comparable period of 2012 from $171,628 to $194,438 is due to increased expenses related to revenue earned and the increase in general and administrative expenses partially offset by the Company beginning to earn revenue during the six months ended March 31, 2013 as described above.

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Interest expense

We incurred interest expense of $137,462 during the six months ended March 31, 2013. No interest expense was incurred during the comparable period of 2012. Interest expense for the six months ended March 31, 2013 was made up of amortization of discount on convertible notes payable in the amount of $108,445, imputed interest expense of $21,550 and accrued interest on convertible notes payable of $7,467.

Net Loss

We recognized a net loss of $331,900 for the six months ended March 31, 2013 as compared to a net loss of $171,628 for the six months ended March 31, 2012. The change in net loss is primarily attributable to the increase in the loss from operations and interest expense described above.

Results of Operations for the three months ended March 31, 2013 compared to the three months ended March 31, 2012

Oil and gas sales

We earned net revenue of $13,750 during the three months ended March 31, 2013. We did not earn revenue during the comparable period of 2012. We began to receive revenue as of October 1, 2012 as a result of production beginning on an oil and gas well in which we participate. Net revenue for the three months ended March 31, 2013 consisted of revenue in the amount of $14,938 offset by production taxes and revenue deductions in the amount of $1,188.

Lease operating expense

We incurred lease operating expense of $321 during the three months ended March 31, 2013 as a result of production beginning on an oil and gas well effective October 1, 2012. We did not incur any lease operating expense during the comparable period of 2012 because we did not have any producing oil and gas wells during that time period.

Depletion, depreciation and amortization

We incurred depletion expense of $2,202 during the three months ended March 31, 2013 as a result of production beginning on an oil and gas well effective October 1, 2012. We did not incur any depletion expense during the comparable period of 2012 because we did not have any producing oil and gas wells during that time period.

General and Administrative Expenses

General and administrative expenses increased in the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 from $102,865 to $146,508. The increase in general and administrative expense was primarily due to an increase in the Company’s operations related to finalizing and beginning to implement its business plan.

Loss from Operations

The decrease in our loss from operations for the three months ended March 31, 2013 as compared to the comparable period of 2012 from $102,865 to $146,508 is due to the Company beginning to earn revenue during the three months ended March 31, 2013 partially offset by the increased expenses related to revenue earned and the increase in general and administrative expenses described above.

Interest expense

We incurred interest expense of $100,599 during the three months ended March 31, 2013. No interest expense was incurred during the comparable period of 2012. Interest expense for the three months ended March 31, 2013 was made up of amortization of discount on convertible notes payable in the amount of $84,662, imputed interest expense of $11,582 and accrued interest on convertible notes payable of $4,355.

Net Loss

We recognized a net loss of $235,893 for the three months ended March 31, 2013 as compared to a net loss of $102,865 for the three months ended March 31, 2012. The change in net loss is primarily attributable to the increase in interest expense described above.

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Liquidity and Capital Resources

We anticipate needing approximately of $500,000 to fund our operations and to effectively execute our business plan over the next eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

During the six months ended March 31, 2013, we incurred a net loss of $331,900. We raised the cash amounts to be used in these activities from advances. As of March 31, 2013, we have negative working capital of $300,464.

As of March 31, 2013, we had $34,487 of cash on hand. This amount of cash will be adequate to fund our operations for less than two months.

As of the date of this filing, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

To date, the Company has been able to fund operations through the sale of stock and by obtaining cash advances. The Company will have to seek additional financing in the future. However, the Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the Company will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.

The Company has not yet adopted any of these corporate governance measures, and since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2013. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2013, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


	1.	As of March 31, 2013, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	As of March 31, 2013, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Due to 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, have been detected.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting 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

Not applicable.

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ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.


3.1	Articles of Incorporation (incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010)

3.2	Bylaws (incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010)

10.1	Working Interest Purchase and Sale Agreement (incorporated by reference to Form 10-Q for the quarter ended December 31, 2011 filed on February 14, 2012)

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

32.1	Section 1350 Certification of principal executive officer and principal financial and accounting officer

101 *	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

* To be submitted by amendment.

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.


	FIRST TITAN CORP.

May 15, 2013	By:	/s/ Harvey Bryant
		Harvey Bryant
		President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director

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