UNITED STATES SECURITY AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  (MARK ONE)  þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2016  or  oTRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to _________  Commission File Number: 0-55072  FIRST TITAN CORP. (Exact name of registrant as specified in its charter)  Nevada27-3480481(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification Number)14173 Northwest Freeway #239
Houston, Texas77040(Address of principal executive offices)(Zip code)  Registrant’s telephone number, including area code: 702-448-8148  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 þ No o  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 o No þ  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 fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ(Do not check is 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 o No þ  Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 17, 2016, 10,022,543 shares of common stock are issued and outstanding.    TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION4Item 1. Financial Statements4Consolidated Balance Sheets  (Unaudited)4Consolidated Statements of Operations  (Unaudited)5Consolidated Statements of Comprehensive Income  (Unaudited)6Consolidated Statement of Changes in Stockholders’ Equity (Deficit)  (Unaudited)7Consolidated Statements of Cash Flows  (Unaudited)8Notes to the Unaudited Consolidated Financial Statements9Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures about Market Risk19Item 4. Controls and Procedures19PART II — OTHER INFORMATION20Item 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults upon Senior Securities20Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits21

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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, 2015. 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 Nevada corporation.


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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIRST TITAN CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

March 31, 2016September 30, 2015ASSETSCURRENT ASSETSCash and cash equivalents$38,799$5,687Accounts receivable and accrued revenue receivable6,0654,794Prepaid expenses1,500699Total current assets46,36411,180Available for sale securities, full cost method of accounting:29,11056,279Oil and gas propertiesEvaluated property, net of accumulated depletion of $115,159 and $111,454 and net of accumulated impairment of $128,358 and $113,974, respectively35,49154,279Unevaluated property200,575200,575Total oil and gas properties236,066254,854TOTAL ASSETS$311,540$322,313LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities$178,230$130,879Current portion of convertible notes payable, net of discount of $226,742 and $225,315, respectively259,67766,308Current portion of accrued interest payable41,33534,643Current portion of asset retirement obligation15,00015,000Total current liabilities494,242246,830Convertible notes payable, net of discount of $443,065 and $425,214, respectively20,22343,983Accrued interest payable19,02113,004Asset retirement obligation5,9745,855TOTAL LIABILITIES539,460309,672COMMITMENTS AND CONTINGENCIES——STOCKHOLDERS’ EQUITY (DEFICIT)Common stock, $0.0010 par value; 480,000,000 shares authorized; 10,022,543 shares and 8,793,418 shares issued and outstanding at March 31, 2016 and September 30, 2015, respectively10,0238,793Preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued and outstanding at March 31, 2016 and September 30, 20151,0001,000Additional paid-in capital4,626,5884,424,006Accumulated other comprehensive income(5,890)21,279Accumulated deficit(4,859,641)(4,442,437)Total stockholders’ equity (deficit)(227,920)12,641TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)$311,540$322,313
The accompanying notes are an integral part of these unaudited consolidated financial statements.


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FIRST TITAN CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Six months ended
March 31,Three months ended
March 31,2016201520162015OIL AND GAS SALES, net$14,355$22,397$5,901$3,236OPERATING EXPENSESLease operating expense7,71911,0734,2925,347Depletion, depreciation and amortization3,70511,7184914,932Accretion expense856860477428Impairment of oil and gas properties14,384———General and administrative expenses215,628246,82297,037142,396Total operating expenses242,292270,473102,297153,103LOSS FROM OPERATIONS$(227,937)$(248,076)$(96,396)$(149,867)OTHER INCOME (EXPENSE)Interest expense(189,267)(281,844)(113,281)(154,411)NET LOSS$(417,204)$(529,920)$(209,677)$(304,278)NET LOSS PER COMMON SHARE – Basic and diluted$(0.04)$(1.83)$(0.02)$(0.98)COMMON SHARES OUTSTANDING – Basic and diluted9,534,076289,5919,918,675309,724
The accompanying notes are an integral part of these unaudited consolidated financial statements.


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FIRST TITAN CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

Six months ended
March 31,Three months ended
March 31,2016201520162015NET LOSS$(417,204)$(529,920$(209,677)$(304,278Change in fair value of available-for-sale securities(27,169)2,930(25,229)2,911Comprehensive loss$(444,373)$(526,990)$(234,906)$(301,367)
The accompanying notes are an integral part of these unaudited consolidated financial statements.


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FIRST TITAN CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)

Common StockPreferred StockAdditional
Paid InAccumulated
Other
ComprehensiveAccumulatedTotal
EquitySharesAmountSharesAmountCapitalIncomeDeficit(Deficit)BALANCE, 
September 30, 20158,793,418$8,7931,000,000$1,000$4,424,006$21,279$(4,442,437)$12,641Net loss——————(417,204)(417,204)Other comprehensive loss—————(27,169)—(27,169)Shares issued for conversion of notes payable1,229,1251,230——38,956——40,186Discount on issuance of convertible note payable————161,901——161,901Imputed interest————1,725——1,725BALANCE, 
March 31, 201610,022,543$10,0231,000,000$1,000$4,626,588$(5,890)$(4,859,641)$(227,920)
The accompanying notes are an integral part of these unaudited consolidated financial statements.


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FIRST TITAN CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Six months ended March 31,20162015CASH FLOW FROM OPERATING ACTIVITIES:Net loss$(417,204)$(529,920)Adjustments to reconcile net loss to net cash used in operating activities:Depletion and accretion4,56112,578Amortization of discount on convertible note payable147,623244,138Imputed interest expense1,7252,465Impairment of oil and gas properties14,384—Changes in operating assets and liabilities:Accounts receivable and accrued revenue(1,271)9,825Prepaid expenses(801)—Accounts payable and accrued liabilities82,350108,675Accrued interest payable39,88235,241NET CASH USED IN OPERATING ACTIVITIES(128,751)(116,998)CASH FLOWS FROM INVESTING ACTIVITIESInvestment in oil and gas properties(38)(892)NET CASH USED IN INVESTING ACTIVITIES(38)(892)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from advances161,901119,810NET CASH PROVIDED BY FINANCING ACTIVITIES161,901119,810NET INCREASE (DECREASE) IN CASH33,1121,920CASH, at the beginning of the period5,6871,211CASH, at the end of the period$38,799$3,131Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest$—$—Taxes$—$—Noncash investing and financing transaction:Refinance of advances into convertible notes payable$161,901$167,810Beneficial conversion feature of convertible note payable$161,901$151,203Conversion of convertible notes payable.$40,186$324,000Change in fair value of available-for-sale securities$(27,169)$2,930Change in asset retirement obligation$737$—
The accompanying notes are an integral part of these unaudited consolidated financial statements.


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FIRST TITAN CORP.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2016

Note 1. General Organization and Business

First Titan Corp., a Nevada corporation, was incorporated on September 16, 2010. The Company’s year-end is September 30. The Company 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.

On September 16, 2011, First Titan Corporation created First Titan Energy, LLC to invest in oil and gas properties, greenfield projects and in the development of innovative 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.

On May 15, 2015, the company reincorporated from Florida to Nevada. As a result of the reincorporation, we effected a reverse split on June 30, 2015. Each shareholder in the Florida corporation received one share in the Nevada corporation for each 100 shares they held in the Florida corporation; fractional shares were rounded up to the nearest whole share and each shareholder received at least five shares.

First Titan Energy’s oil and gas development activities include the following:

Alabama – On May 2, 2012, we acquired a one percent working interest in one well in Little Cedar Creek Field in Alabama. This well was drilled during the fiscal year ended September 30, 2012 and we began receiving revenue during the fiscal year ended September 30, 2013. This well is located in the Little Cedar Field, Alabama’s largest producing oil field. This well is currently producing oil and natural gas from one well.

Louisiana – On January 3, 2012, we entered into a participation agreement in an oil and gas drilling project in Calcasieu Parish, Louisiana (the “Participation Agreement”). The South Lake Charles Prospect is located seven miles south of the city of Lake Charles, Louisiana. It is a middle Oligocene age geo-pressured prospect located in the middle and lower hackberry sands. Under the terms of the Participation Agreement, we will participate in the drilling of one well and may participate in the drilling of future wells if it chooses. We will pay 25% of the drilling cost of the first well and will receive 13.59% of the net revenue from the well. We anticipate that our 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. On August 12, 2013, the Participation Agreement was amended to reduce our working interest to 1.8%. As a result, our share of the drilling cost is expected to be approximately $181,000. The Company has paid $143,264 of its share of the costs of the well to date. We will receive 1.4% of the revenue from this well. The well began being drilled during the year ended September 30, 2014. During the year ended September 30, 2015, before the completion of the well, the well was damaged by a subcontractor working on the well. The operator of the well is in arbitration with the relevant subcontractors for compensation on the damage to the well.

Texas – On July 7, 2013, the Company acquired a 30% working interest in the Minns Project located in Waller County, Texas. The project included three producing wells and a salt water disposal well within the Brookshire Field. This well was reworked and deepened during the year ended September 30, 2014. It is currently producing oil from one well.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2016, the Company had a net loss of $417,204 and negative cash flow from operating activities of $128,751. As of March 31, 2016, the Company had negative working capital of $447,878. 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.


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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 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 achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended September 30, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six month period ended March 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2016.

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 formations. Significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Credit Risk due to Certain Concentrations

We extend credit, primarily in the form of uncollateralized oil and gas sales through the operators of our working interests, to various companies in the oil and gas industry, which results in a concentration of credit risk. The concentration of credit risk may be affected by changes in economic or other conditions within our industry and may accordingly affect our overall credit risk. However, we believe that the risk of these unsecured receivables is mitigated by the nature of the companies to which we extend credit. For the six months ended March 31, 2016, two operators accounted for 54% and 46% of our oil and gas sales. Those operators account for 35% and 65% of accounts receivable as of March 31, 2016. We did not recognize any credit losses during the six months ended March 31, 2016. We have not recognized an allowance for doubtful accounts as of March 31, 2016.


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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. The company recognized $3,705 and $11,718 of depletion during the six months ended March 31, 2016 and 2015, respectively. 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 ten 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, 2016, the Company has oil and gas properties in the amount of $200,575, 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, 2016 are expected to be added to amortization during the year ending September 30, 2016. The table below sets forth the cost of unproved properties excluded from the amortization base as of March 31, 2016 and notes the year in which the associated costs were incurred:

Year of Acquisition2012201320142015TotalAcquisition costs$153,264$47,311$—$—$200,575Development costs—————Exploration costs—————Total$153,264$47,311$—$—$200,575
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.

Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


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Level 1 -Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.Level 3 -Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

The following table presents assets that were measured and recognized at fair value as of March 31, 2016 and September 30, 2015 and the periods then ended on a recurring and nonrecurring basis:

March 31, 2016

DescriptionLevel 1Level 2Level 3Total Realized LossAsset retirement obligation$—$—$20,974$—Available for sale securities29,110———Totals$29,110$—$20,974$—
September 30, 2015

DescriptionLevel 1Level 2Level 3Total Realized LossAsset retirement obligation$—$—$20,855$—Available for sale securities56,279———Totals$56,279$—$20,855$—
Revenue 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.

Common Stock

The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2016 or September 30, 2015.


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Earnings (Loss) per Common Share

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common 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 common 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 dilutive shares outstanding for any periods reported.

In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the three months ended December 31, 2015 and September 30, 2015. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended December 31, 2015 and September 30, 2015, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At March 31, 2016, the Company had 32,762,153 potentially issuable shares upon the conversion of convertible notes payable and interest.

Beneficial Conversion Feature

Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether beneficial conversion feature exists. Pursuant to Section 470-20-30 an embedded beneficial conversion feature recognized separately under paragraph 470-20-25-5 shall be measured initially at its intrinsic value at the commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. When the Company issues a debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company’s common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of December 31, 2015 and September 30, 2015.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.


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Note 4. Advances

During the six months ended March 31, 2016, Vista View Ventures, Inc. advanced $161,901 to the Company for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $161,901 of the advances into convertible notes payable to Vista View Ventures, Inc. As of March 31, 2016 and September 30, 2015, advances in the amount of $0 and $0, respectively, are included in current liabilities on the consolidated balance sheets.

During the six months ended March 31, 2016 and 2015, we recognized $1,725 and $2,465, respectively, of imputed interest expense on these advances.

Note 5. Convertible Notes Payable

Convertible notes payable consisted of the following at March 31, 2016 and September 30, 2015:

March 31, 2016September 30, 2015Convertible note dated September 30, 2013 in the original principal amount of $528,434, maturing September 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share, in default.$2,324$15,338Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, maturing June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share.276,285276,285Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share.118,620118,620Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share49,19049,190Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share66,07466,074Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share235,313235,313Convertible note dated December 31, 2015 in the original principal amount of $90,040, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share90,040—Convertible note payable dated March 24, 2016, in the original principal amount of $40,000, maturing March 24, 2017, bearing interest at 5% per year, convertible after six months into common stock at a 48% discount to the lowest trading price of the common stock during the twenty trading days prior to conversion40,000—Convertible note dated March 31, 2016 in the original principal amount of $71,861, maturing March 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of a 60% discount to the market price on the date of conversion71,861—Total convertible notes payable$949,707$760,820Less: current portion of convertible notes payable(486,419)(291,623)Less: discount on noncurrent convertible notes payable(443,065)(425,214)Long-term convertible notes payable, net of discount$20,223$43,983Current portion of convertible notes payable486,419291,623Discount on current convertible notes payable(226,742)(225,315)Long-term convertible notes payable, net of discount$259,677$66,308

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All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company.

Advances Refinanced into Convertible Promissory Notes

During the six months ended March 31, 2016, the Company has signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable along with accrued interest. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder.

Date IssuedMaturity DateInterest
RateConversion
RateAmount
of NoteBeneficial Conversion FeatureDecember 31, 2015December 31, 201810%0.08$90,040$90,040March 31, 2016March 31, 201910%60% discount to market price71,86171,861Total$161,901$161,901
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 notes. Therefore, the Company recognized a beneficial conversion feature of $90,040 and $71,861 on December 31, 2015 and March 31, 2016, respectively. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discount to the Convertible Notes Payable is being amortized to interest expense over the life of the notes using the effective interest method.

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 note 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.

Conversions to Common Stock

During six months ended March 31, 2016, the holders of the Convertible Note Payable dated September 30, 2013 elected to convert principal and accrued interest in the amounts show below into share 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 that provided for conversion.

DateAmount ConvertedNumber of Shares IssuedUnamortized DiscountOctober 8, 2015$3,28082,000$—October 26, 20153,40985,225—December 3, 20156,560164,000—Total$13,249331,225$—

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During six months ended March 31, 2016, the holders of the Convertible Note Payable dated June 30, 2014 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.03 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 that provided for conversion.

DateAmount ConvertedNumber of Shares IssuedUnamortized DiscountNovember 16, 2015$8,760292,000$—December 22, 20159,657321,900—January 13, 20164,920164,000—March 1, 20163,600120,000—Total$18,417613,900$—
Note 6. Stockholders’ Equity

Conversion of shares

During the six months ended March 31, 2016, we issued 1,229,125 shares of common stock as a result of conversions of principal and accrued interest on convertible notes payable in the total amount of $40,186. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.

Imputed Interest

During six months ended March 31, 2016, the Company recognized imputed interest of $1,725 as an increase to shareholders’ equity.

Note 7. Subsequent Events

We have reviewed events through the date of filing of this report and have noted no subsequent events for disclosure.


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

Overview

First Titan Corp., a Nevada corporation, was incorporated on September 16, 2010. The Company’s year-end is September 30. The Company 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.

First Titan Energy’s oil and gas development activities include the following:

Alabama – On May 2, 2012, we acquired a one percent working interest in one well in Little Cedar Creek Field in Alabama. This well was drilled during the fiscal year ended September 30, 2012 and we began receiving revenue during the fiscal year ended September 30, 2013. This well is located in the Little Cedar Field, Alabama’s largest producing oil field. This well is currently producing oil and natural gas from one well.

Louisiana – On January 3, 2012, we entered into a participation agreement in an oil and gas drilling project in Calcasieu Parish, Louisiana (the “Participation Agreement”). The South Lake Charles Prospect is located seven miles south of the city of Lake Charles, Louisiana. It is a middle Oligocene age geo-pressured prospect located in the middle and lower hackberry sands. Under the terms of the Participation Agreement, we will participate in the drilling of one well and may participate in the drilling of future wells if it chooses. We will pay 25% of the drilling cost of the first well and will receive 13.59% of the net revenue from the well. We anticipate that our 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. On August 12, 2013, the Participation Agreement was amended to reduce our working interest to 1.8%. As a result, our share of the drilling cost is expected to be approximately $181,000. The Company has paid $143,264 of its share of the costs of the well to date. We will receive 1.4% of the revenue from this well. The well began being drilled during the year ended September 30, 2014. During the year ended September 30, 2015, before the completion of the well, the well was damaged by a subcontractor working on the well. The operator of the well is in arbitration with the relevant subcontractors for compensation on the damage to the well.

Texas – On July 7, 2013, the Company acquired a 30% working interest in the Minns Project located in Waller County, Texas. The project included three producing wells and a salt water disposal well within the Brookshire Field. This well was reworked and deepened during the year ended September 30, 2014. It is currently producing oil from one well.

Critical Accounting Policies

We prepare our Consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the condensed Consolidated financial statements are prepared. We regularly review our accounting policies, and how they are applied and disclosed in our condensed consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended September 30, 2015 on Form 10-K.

Results of Operations

Six months ended March 31, 2016 compared to the six months ended March 31, 2015.

Oil and Gas Sales

We earned net revenue of $14,355 during the six months ended March 31, 2016, compared to $22,397 during the comparable period of the previous year. Approximately 99% of the variance is due to the decline in oil and gas commodity prices.


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Lease operating expense

We incurred lease operating expenses of $7,719 and $11,073 during the six months ended March 31, 2016 and 2015, respectively. The decline is due to lower lease operating costs from our Fusion XP wells.

Depletion, depreciation & amortization

We incurred depletion expense of $3,705 during the six months ended March 31, 2016, and $11,718 for the comparable period of the previous year. The decrease in depletion is a lower depletion rate per barrel of oil equivalent (“BOE”) as a result of the decline in oil prices from last year.

Impairment of Oil and Gas Properties

We recognized impairments in the amounts of $14,384 and $0 for the six months ended  March 31, 2016 and ended  2015, respectively. On March 31, 2016, we recognized impairment of improved properties of $14,384 as a result of the full cost ceiling test. No such impairment expense was recognized during the comparable period of 2015.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $215,628 and $246,822 for the six months ended  March 31, 2016 and 2015, respectively. The majority of the decrease was due to an increase in investor relations expensed during the six months ended March 31, 2016.

Interest Expense

Interest expense decreased from $281,844 for the six months ended  March 31, 2015 to $189,267 for the six months ended  March 31, 2016. Interest expense for the six months ended  March 31, 2016 included amortization of discount on convertible notes in the amount of $147,623, compared to $244,138 for the comparable period of 2015.

Change in Fair Value of Available-for-Sale Securities

During the six months ended March 31, 2016, the market value of our available securities declined by $27,169, as compared to an increase of $2,930 during the comparable period in 2015. The unfavorable variance is due to a decline in the market price of shares we hold in Biofuel Power Corporation.

Net Loss

We incurred a net loss of $417,204 for the six months ended  March 31, 2016 as compared to $529,920 for the comparable period of 2015. The decrease in the net loss was the result of reduced interest expense related to the amortization of the discount on our convertible notes. This was offset by lower proceeds from oil and gas sales.

Three months ended March 31, 2016 compared to the three months ended March 31, 2015.

Oil and Gas Sales

We earned net revenue of $5,901 during the three months ended March 31, 2016, compared to $3,236 during the comparable period of the previous year. The increase is due to a higher rate of production.

Lease operating expense

We incurred lease operating expenses of $4,292 and $5,347 during the three months ended March 31, 2016 and 2015, respectively. We incurred lower maintenance costs on our existing wells during the most recent quarter.


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Depletion, depreciation & amortization

We incurred depletion expense of $491 during the three months ended March 31, 2016, and $4,932 for the comparable period of the previous year. The decrease in depletion is a lower depletion rate per barrel of oil equivalent (“BOE”) as a result of write downs in the value of our properties as of September 30, 2015 and December 31, 2015.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $97,037 and $142,396 for the three months ended  March 31, 2016 and 2015, respectively. The decrease was due to increased professional fees during the three months ended March 31, 2016.

Interest Expense

Interest expense decreased from $154,411 for the three months ended  March 31, 2015 to $113,281 for the three months ended  March 31, 2016. Interest expense for the three months ended March 31, 2016 included amortization of discount on convertible notes in the amount of $91,622, compared to $136,729 for the comparable period of 2015. The remainder was due to interest on convertible notes payable and imputed interest expense.

Net Loss

We incurred a net loss of $209,677 for the three months ended  March 31, 2016 as compared to $304,278 for the comparable period of 2015. The decrease in the net loss was the result of the decreased general and administrative expenses discussed above.

Liquidity and Capital Resources

At March 31, 2016, we had cash on hand of $38,799. The company has negative working capital of $447,878. Net cash used in operating activities for the six months ended March 31, 2016 was $128,751. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to attain fund when we need them or that funds will be available on terms that are acceptable to the Company. We have no material commitments for capital expenditures as of March 31, 2016.

Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

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, 2016. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2016, 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.


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1.As of March 31, 2016, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our 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, 2016, 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, who is the same person, 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.

Change 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

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

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

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

Set forth below is a list of the securities sold during the three months ended December 31, 2015 that were not registered under the Securities Act:

Transaction DateTitle of SecurityNumber SoldConsideration Received
and Description of
UnderwritingExemption from
Registration
ClaimedTerms of exercise
or conversionJanuary 13, 2016Common Stock164,000$4,920 conversion of debt on convertible promissory note dated June 30, 2014.SEC Rule 144(a)(3)Principal and accrued interest convertible to common stock at $0.03 per share.March 1, 2016Common Stock120,000$3,600 conversion of debt on convertible promissory note dated June 30, 2104.SEC Rule 144(a)(3)Principal and accrued interest convertible to common stock at $0.03 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has not defaulted upon senior securities.


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ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable to smaller reporting companies.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1Articles of Incorporation (1)3.2Bylaws (2)14.1Code of Ethics (3)21Subsidiaries of the Registrant (4)31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer. (4)32.1Section 1350 Certification of principal executive officer and principal financial accounting officer. (4)101*XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (5)__________
(1)Incorporated by reference to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2015.(2)Incorporated by reference to our Form 10-K/A Amendment No. 1 for the year ended September 30, 2015 filed on January 22, 2016.(3)Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on November 3, 2010.(4)Filed or furnished herewith.(5)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.Date: May 23, 2016BY: /s/ Sydney JimSydney JimChief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Finance and Accounting Officer and Sole Director

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