10-Q 1 tagg_10q.htm FORM 10-Q tagg_10q.htm


U.S. 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 period ended June 30, 2013
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
Commission File No. 000-52139
 
TagLikeMe Corp.
(Name of small business issuer in its charter)
 
Nevada
 
201777817
(State or other jurisdiction of incorporation
or organization)
 
(I.R.S. Employer
Identification No.)
 
Third Floor, 7-8 Conduit Street, Mayfair, London, UK W1S 2XF
(Address of principal executive offices)
 
44-207-290-6919
(Issuer’s telephone number)
 
Securities registered pursuant to Section
12(b) of the Act:
Name of each exchange on which
registered:
None
 
      
      
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
 
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  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 (Section 229.405 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  x    No  o
 
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
       
Non-accelerated filer o Smaller reporting company x
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x
 
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
 
N/A
 
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes  o    No  o
 
Applicable Only to Corporate Registrants
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
 
Class
Outstanding as of  August 14, 2013
Common Stock, $0.001
408,169,941
 


 
 

 
 
TAGGLIKEME CORP.
 
Form 10-Q

Part 1.   
FINANCIAL INFORMATION
     
         
Item 1.
Financial Statements
     
   
   Consolidated Balance Sheets
    3  
      
   Consolidated Statements of Operations
    4  
 
   Consolidated Statements of Cash Flows
    5  
 
   Notes to Consolidated Financial Statements
    6  
           
Item 2.   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    14  
      
         
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
    26  
      
         
Item 4.
Controls and Procedures
    27  
           
Part II.
OTHER INFORMATION
       
      
         
Item 1.   
Legal Proceedings
    29  
      
         
Item 1A.   
Risk Factors
    29  
           
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
    29  
           
Item 3.   
Defaults Upon Senior Securities
    30  
      
         
Item 4.      
Mine Safety Disclosures
    30  
           
Item 5.  
Other Information
    30  
      
         
Item 6.      
Exhibits
    31  

 
2

 
 
PART I

ITEM 1. FINANCIAL STATEMENTS
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
 
   
June 30,
   
December 31,
 
   
2013
   
2012
 
   
(Unaudited)
   
(Audited)
 
ASSETS
 
             
CURRENT ASSETS
           
    Cash
  $ 28,361     $ 7,575  
    Prepaid expenses and other
    4,188       24  
                 
TOTAL CURRENT ASSETS
    32,549       7,599  
                 
    Equipment, net
    1,962       2,906  
    Goodwill
    347,302       347,302  
                 
TOTAL ASSETS
  $ 381,813     $ 357,807  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
                 
CURRENT LIABILITIES
               
     Accounts payable and accrued liabilities
  $ 469,113     $ 455,001  
     Due to related parties (Note 5 )
    27,402       9,518  
     Loans payable (Note 6)
    443,920       756,100  
     Convertible promissory notes (Note 7)
    275,777       -  
     Derivative liability (Note 7)
    803,633       -  
                 
TOTAL CURRENT LIABILITIES
    2,019,845       1,220,618  
                 
GOING CONCERN (Note 1)
               
                 
STOCKHOLDERS’ DEFICIT (Note 4)
               
     Common stock, $0.001 par value: 1,000,000,000 shares authorized
               
       518,042,340 issued 368,005,048 outstanding and 330,940,630 issued
               
       and outstanding at June 30, 2013 and December 31, 2012, respectively
    368,004       330,940  
     Stock subscription Payable
    6,080       -  
     Additional paid-in capital
    14,113,154       13,940,520  
     Accumulated deficit during exploration stage
    (16,125,270 )     (15,134,271 )
                 
TOTAL STOCKHOLDERS’ DEFICIT
    (1,638,032 )     (862,811 )
                 
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
  $ 381,813     $ 357,807  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
   
Six Months Ended
   
Inception
(October 19, 2004) to 
 
   
June 30,
   
June 30,
    June 30,  
   
2013
   
2012
   
2013
   
2012
   
2013
 
                               
GENERAL AND ADMINISTRATIVE EXPENSES                              
     Investor relations
  $ -     $ -     $ -     $ -       921,268  
     Consulting fees
    18,000       22,200       23,483       22,700       1,047,695  
     Management fees – related party
    33,766       27,520       68,766       54,040       1,466,250  
     Management fees – stock based compensation
    -       -       -       -       2,430,595  
     Impairment of oil and gas properties
    -       -       -       -       6,708,952  
Office and general
    17,807       29,836       26,181       51,453       1,187,255  
Professional fees
    11,836       9,075       35,061       25,173       1,205,002  
                                         
NET OPERATING LOSS:
    (81,409 )     (88,631 )     (153,491 )     (153,366 )     (14,967,017 )
                                         
OTHER EXPENSE
                                       
     Gain on expired oil and gas lease option
    -       -       -       -       100,000  
     Financing costs
    -       -       -       -       (424,660 )
     Gain on forgiveness of debt
    -       -       -       -       229,423  
     Abandonment expense
    -       (50,000 )     -       (50,000 )     (50,000 )
     Interest expense
    (16,349 )     (5,430 )     (33,875 )     (9,302 )     (209,383 )
     Interest expense-derivative (Note 7)
    (803,633 )     -       (803,633 )     -       (803,633 )
                                         
TOTAL OTHER EXPENSE
    (819,982 )     (55,430 )     (837,508 )     (59,302 )     (1,158,253 )
                                         
NET LOSS
  $ (901,391 )   $ (144,061 )   $ (990,999 )   $ (212,668 )   $ (16,125,270 )
BASIC LOSS PER COMMON SHARE
  $ -     $ -     $ -     $ -          
                                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                       
BASIC AND FULLY DILUTED
    345,665,456       267,269,420       338,343,719       265,165,690          
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Six Months Ended
   
Inception
(October 19, 2004)
To 
 
   
June 30,
    June 30,  
   
2013
   
2012
   
2013
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (990,999 )   $ (212,668 )   $ (16,125,270 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
    Depreciation
    944       -       1,181  
    Stock based compensation
    -       -       2,430,595  
    Write off of management fees
    -       -       (229,423 )
    Impairment of oil and gas properties
    -       -       6,708,952  
    Abandonment expense
    -       -       50,000  
    Financing costs
    -       -       424,660  
CHANGES IN OPERATING ASSETS AND LIABILITIES
                       
    Interest accrued-loans payable and convertible notes
    33,875       9,302       82,436  
    Interest accrued-derivative
    803,633       -       803,633  
    Prepaid expenses and other
    (4,164 )     579       (22,952 )
    Due to related parties accrued
    17,884       91,790       295,133  
    Accounts payable and accrued liabilities
    14,113       (30,196 )     620,388  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (124,714 )     (141,193 )     (4,960,667 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
    Oil and gas property expenditures, net
    -       -       (3,610,003 )
    Goodwill
    -               (2,841 )
    Proceeds from sale of equity interest in oil and gas property, net
    -       -       253,552  
    Acquisition of Glob Media, net of cash received
    -       187       187  
                         
NET CASH FLOWS PROVIDED BY (USED IN)
                       
   INVESTING ACTIVITIES
    -       187       (3,359,105 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
    Proceeds on sale and subscriptions of common stock
    -       -       5,021,595  
    Drilling advances
    -       -       759,000  
    Proceeds from loan payable
    10,000       25,000       711,538  
    Payments on loan payable
    (5,000 )     -       (5,000 )
    Proceeds from convertible promissory notes
    140,500       -       140,500  
    Payments to related parties
    -       -       (1,815,000 )
    Proceeds from related parties
    -       120,500       3,535,500  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    145,500       145,500       8,348,133  
                         
INCREASE (DECREASE) IN CASH
    20,786       4,494       28,361  
CASH, BEGINNING OF PERIOD
    7,575       4,119       -  
CASH, END OF PERIOD
  $ 28,361     $ 8,613     $ 28,361  
SUPPLEMENTAL CASH FLOW INFORMATION ANDNON-CASH INVESTING AND FINANCING ACTIVITIES:                        
     Cash paid for interest
  $ -     $ -     $ 48,387  
     Common stock issued for acquisition of Glob Media
  $ -     $ -     $ 272,272  
     Net liabilities assumed in acquisition of Glob Media
  $ -     $ -     $ 272,085  
     Common stock issued for acquisition of oil and gas property
  $ -     $ -     $ 3,950,000  
     Transfer of bond against settlement of debt
  $ -     $ -     $ 25,000  
     Non-cash sale of oil and gas property
  $ -     $ -     $ 65,000  
     Forgiveness of debt
  $ -     $ -     $ 229,423  
     Common stock issued for settlement of debts
  $ -     $ -     $ 3,196,997  
     Common stock issued for conversion of notes payable
  $ 279,218     $ -     $ 279,218  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013
(unaudited)
 
NOTE 1 – NATURE OF OPERATIONS
 
Effective June 15, 2012, Morgan Creek Energy Corp. effected a name change on the OTC Bulletin Board to TagLikeMe Corp. (the “Company”). The Company is a development stage company that was organized to enter into the oil and gas industry.  The Company intended to locate, explore, acquire and develop oil and gas properties in the United States and within North America. In May 2012, the Company changed its business focus and plan to developing online and mobile content using search and sharing technology.

Effective June 29, 2012, the Company completed and consummated a share exchange agreement dated May 14, 2012, as fully executed on May 24, 2012 (the "Share Exchange Agreement") with Glob Media Works Inc., a company incorporated under the laws of the State of Washington ("Glob Media"), and each of the shareholders of Glob Media (collectively the "Glob Media Shareholders"), whereby the Corporation has acquired all of the issued and outstanding shares of Glob Media in exchange for the issuance of  45,378,670 shares of its restricted common stock to the Glob Media Shareholders on a pro rata basis in accordance with each Glob Media Shareholder's respective percentage equity ownership in Glob Media (Note 3). Glob Media owns intellectual property rights to its internet cloud based software application related to online search and social media developed by Glob Media. As a result of the closing of the Share Exchange Agreement, Glob Media has become the Company's direct wholly owned subsidiary.

Effective July 18, 2012, the Company completed a forward stock split by the issuance of 5 new shares for each 1 outstanding share of the Company’s common stock (Note 4). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

Going concern

The Company commenced operations on October 19, 2004 and has not realized any revenues since inception.  As of June 30, 2013, the Company has an accumulated deficit of $16,125,270  The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date the Company has funded its initial operations by way of private placements of common stock and advances from related parties.

 
6

 
 
Unaudited Interim Consolidated Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q of Regulation S-X.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
 
Organization
 
The Company was incorporated on October 19, 2004 in the State of Nevada.  The Company’s fiscal year end is December 31.
 
NOTE 2 – BASIS OF PRESENTATION
 
Basis of presentation
 
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

The consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Glob Media Works Inc., from the date of acquisition on June 29, 2012.  All significant inter-company transactions and account balances have been eliminated upon consolidation.

Equipment

Equipment is recorded at cost and is depreciated over their estimated useful lives using the declining balance method at the following annual rates:

Computer equipment
30%

Goodwill

Costs of investments in purchased companies in excess of the underlying fair value of net assets at dates of acquisition are recorded as goodwill and assessed annually for impairment.  If considered impaired, goodwill will be written down to fair value and a corresponding impairment loss recognized.

Impairment of long-lived assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
 
 
7

 
 
Use of estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period.  Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of June 30, 2013 and December 31, 2012 that exceeded federally insured limits.

Financial instruments

The fair value of the Company’s financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Earnings (loss) per common share

Basic earnings (loss) per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive earnings (loss) per share reflects the potential dilution of securities that could share in the earnings of the Company.  Dilutive earnings (loss) per share is equal to that of basic earnings (loss) per share as the effects of stock options and warrants have been excluded as they are anti-dilutive.

At June 30, 2013, the Company had six outstanding convertible notes payable. If all of these convertible notes were converted at their specific rates, this would result in 68,618,852 newly issued common shares.

Income taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 that includes the date of enactment or substantive enactment.  As at June 30, 2013, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.
 
 
8

 

NOTE 3 – EQUIPMENT

Fixed assets, stated at cost, less accumulated depreciation at June 30, 2013 and December 31, 2012, consisted of the following:
 
   
June 30,
2013
   
December 31,
2012
 
Equipment
 
$
3,143
   
$
3,143
 
Less: Accumulated Depreciation
   
(1,181)
     
(237)
 
Equipment, net
 
$
1,962
   
$
2,906
 

Depreciation expense

Depreciation expense for the six months ended June 30, 2013 and the year ended December 31, 2012 was $944 and $237, respectively.
 
NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)

Share Capital

The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001 per share.
 
The Company has 518,042,340 common shares issued and 368,005,048 common shares outstanding as of June 30, 2013.

Common shares issued and outstanding

During the six months ended June 30, 2013, the Company issued 37,064, 418 common shares as follows:

On May 7, 2013, the Company issued 17,101,710 common shares pursuant to a convertible promissory note.  These common shares were outstanding as of June 30, 2013.

On May 28, 2013, the Company issued 6,427,916 common shares pursuant to a convertible promissory note.  These common shares were outstanding as of June 30, 2013.

On June 10, 2013, the Company issued 4,545,454 common shares pursuant to a convertible promissory note.  These common shares were outstanding as of June 30, 2013.

On June 18, 2013, the Company issued 4,489,338 common shares pursuant to a convertible promissory note.  These common shares were outstanding as of June 30, 2013.

On June 25, 2013, the Company issued 4,500,000 common shares pursuant to a convertible promissory note.   These common shares were outstanding as of June 30, 2013.

Common shares issued and not yet outstanding

During the six months ended June 30, 2013, the Company issued 150,037,292 common shares that are not yet outstanding as of June 30, 2013. They are as follows:

On April 10, 2013, the Company issued 15,000,000 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

On May 14, 2013, the Company issued 20,000,000 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

On June 3, 2103, the Company issued 20,000,000 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

On June 3, 2103, the Company issued 15,000,000 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

On June 18, 2103, the Company issued 34,537,292 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

On June 25, 2103, the Company issued 45,500,000 common shares pursuant to a convertible promissory note.  As of June 30, 2013, these common shares were held in escrow and not outstanding.

 
9

 

Stock Subscription Payable:

On June 28, 2013, the Company was obligated to issue 6,080,477 common shares pursuant to a notice of conversion by a convertible promissory note holder.  The common shares were issued on July 3, 2013. The Company recorded a stock subscription payable of $6,080 on the balance sheet.

NOTE 5 – RELATED PARTY TRANSACTIONS

Management Fees

During the six months ended June 30, 2013 and 2012, the Company incurred $68,766 and $54,040 of management fees to officers and directors.  At June 30, 2013 and December 31, 2012, total amounts due to related parties in accrued and unpaid management fees were $27,402 and $9,518.

NOTE 6 – LOANS PAYABLE

During the six months ended June 30, 2013, the Company entered into four Securities Purchase Agreements with two unrelated third parties. The unrelated third parties were assigned $345,000 of the Company’s loans payable debt. Pursuant to the agreement, the terms of the debt were restructured to give convertible features, which are further described in note 7. The Company accrued interest on the loans payable in the amount of $28,220 for the six months ended June 30, 2013.

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

In the six months ended June 30, 2013, the Company entered into eight convertible note agreements.

On April 15, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $32,500 convertible note payable due interest at 12% per annum, unsecured, and due December 1, 2013.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 3 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $101,298 as of June 30, 2013 using the Black Scholes Model.

On April 15, 2013, Magna Group, LLC was assigned $95,000 of the Company’s note payable debt.  In connection with assignment of the debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $95,000 convertible note payable with interest of 12% per annum, unsecured, and due April 14, 2014. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest of the three trading prices in the previous 3 days leading up to the date of conversion. On May 6, 2013, Magna Group, LLC exercised its option to convert the entire $95,000 of debt into 17,101,710 common shares.  The Company did not record a derivative expense for this convertible note payable because it was converted in full for common shares prior to June 30, 2013.

On May 10, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $31,500 convertible note payable due interest at 12% per annum, unsecured, and due December 1, 2013.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $110,452 as of June 30, 2013 using the Black Scholes Model.

On May 10, 2013, Magna Group, LLC was assigned $100,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $100,000 convertible note payable due interest at 12% per annum, unsecured, and due May 10, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. On May 28, 2013, Magna Group, LLC exercised its option to convert $35,000 of debt into 6,427,916 common shares. On June 10, 2013, Magna Group, LLC exercised its option to convert $25,000 of debt into 4,545,454 common shares.   On June 18, 2013, Magna Group, LLC exercised its option to convert $20,000 of debt into 4,489,338 common shares. On June 28, 2013, Magna Group, LLC exercised its option to convert $20,000 of debt into 6,080,477 common shares. The Company did not record a derivative expense for this convertible note payable because it was converted in full for common shares prior to June 30, 2013.
 
 
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On May 21, 2013, WHC Capital, LLC was assigned $100,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with WHC Capital ,LLC for a $100,000 convertible note payable due interest at 10% per annum, unsecured, and due March 21, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. On June 20, 2013, WHC Capital, LLC exercised its option to convert $20,378 of debt into 4,500,000 common shares.  As the conversion rate is floating in nature, the Company calculated a derivative liability of $228,261 as of June 30, 2013 using the Black Scholes Model.

On May 31, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $31,500 convertible note payable due interest at 12% per annum, unsecured, and due January 31, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $98,181 as of June 30, 2013 using the Black Scholes Model.

On May 31, 2013, Magna Group, LLC was assigned $50,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $50,000 convertible note payable due interest at 12% per annum, unsecured, and due January 31, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $155,843 as of June 30, 2013 using the Black Scholes Model.

On June 14, 2013, the Company entered into a Securities Purchase Agreement with WHC Capital, LLC for a $45,000 convertible note payable due interest at 10% per annum, unsecured, and due May 21, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $109,598 as of June 30, 2013 using the Black Scholes Model.

The total amount of principle and accrued interest on convertible notes payable is as follows:
 
   
June 30,
2013
   
December 31,
2012
 
Convertible Notes Payable- WHC Capital, LLC
  $ 124,622     $ -  
Convertible Notes Payable- Magna Group, LLC
    50,000       -  
Convertible Notes Payable- Hanover Holdings I, LLC
    95,500       -  
Accrued Interest
    5,655       -  
Derivative Liability
    803,633       -  
Total
  $ 1,079,410       -  
 
For the six months ended June 30, 2013, the Company recorded a derivative expense of $803,633. For the six months ended June 30, 2013 the Company recorded interest expense related to the convertible notes in the amount of $5,655.

 
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NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no other material subsequent events exist.

Stock Subscription Payable:

On July 3, 2013, the Company issued 6,080,477 common shares pursuant to a conversion notice by Magna Group, LLC which was effective June 28, 2013. The Company recorded a stock subscription payable balance at June 30, 2013.
 
Convertible Promissory Notes Issued:
 
On July 23, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC for a $80,000 convertible note payable due interest at 8% per annum, unsecured, and due July 23, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion
 
On July 23, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC for a $100,000 convertible note payable due interest at 8% per annum, unsecured, and due July 23, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion
 
On July 23, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC for a $25,000 convertible note payable due interest at 10% per annum, unsecured, and due July 23, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion
 
On July 23, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC for a $60,000 convertible note payable due interest at 10% per annum, unsecured, and due July 23, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion
 
On July 23, 2013, the Company entered into a Securities Purchase Agreement with CP US Income Group, LLC for a $75,000 convertible note payable due interest at 10% per annum, unsecured, and due July 23, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 50% of the market price, calculated as the average of the lowest trading prices in the previous 20 trading days leading up to the date of conversion
 
Convertible Promissory Notes Converted:
 
On July 3, 2013, the Company issued 6,080,477 common shares pursuant to a conversion notice by Magna Group, LLC which was effective June 28, 2013.
 
On July 16, 2013, WHC Capital, LLC exercised its option to convert $15,840 of debt into 6,000,000 common shares..
 
On July 16, 2013, Magna Group, LLC exercised its option to convert $30,000 of debt into 15,584,416 common shares..
 
On July 17, 2013, WHC Capital, LLC exercised its option to convert $27,500 of debt into 12,500,000 common shares.
 
 
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On July 23, 2013, Magna Group, LLC exercised its option to convert $20,500 of debt into 8,471,075 common shares.
 
On July 24, 2013, CP US Income Group, LLC exercised its option to convert $32,655 of debt into 18,660,000 common shares.
 
On August 7, 2013, CP US Income Group, LLC exercised its option to convert $27,900 of debt into 18,660,000 common shares.
 
On August 7, 2013, WHC Capital, LLC exercised its option to convert $24,750 of debt into 13,500,000 common shares.
 
 
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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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

GENERAL

Share Exchange Agreement

We were incorporated under the laws of the State of Nevada on October 19, 2004 under the name "Morgan Creek Energy Corp." and since our inception engaged in the business of exploration of oil and gas bearing properties in the United States. Our board of directors approved the execution of a share exchange agreement dated effective as of May 14, 2012 as fully executed on May 21, 2012 (the "Share Exchange Agreement"), among us, Glob Media Works Inc., a private company organized under the laws of the State of Washington ("Glob Media") and the shareholders of Glob Media (the "Glob Media Shareholders").  In accordance with the terms and provisions of the Share Exchange Agreement, we acquired approximately 5,317,033 shares of common stock from the Glob Media Shareholders, which represented all of the issued and outstanding shares of Glob Media, in exchange for the issuance by us to the Glob Media Shareholders on a pro rata basis of approximately 45,378,670 shares of our restricted common stock at the rate of $0.006 per share. This resulted in Glob Media becoming our wholly-owned subsidiary. Glob Media is the legal, beneficial and registered owner of certain intellectual property rights for certain software and internet applications (the "Intellectual Property").
 
Effective June 15, 2012, we and Glob Media and the Glob Media Shareholders, through their attorney-in-fact, approved the execution of an addendum to the Share Exchange Agreement (the "Addendum").  In accordance with the terms and provisions of the Addendum, Section 6.2 of the Share Exchange Agreement was revised to provide for the latest closing date to be changed from June 15, 2012 to June 30, 2012.
 
Effective June 29, 2012, we completed and consummated the Share Exchange Agreement with Glob Media and each of the Glob Media Shareholders, whereby we acquired all of the issued and outstanding shares of Glob Media in exchange for the issuance of 45,378,670 shares of our restricted common stock to the Glob Media Shareholders on a pro rata basis in accordance with each Glob Media Shareholder's respective percentage equity ownership in Glob Media.
 
 
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Articles of Merger

On May 29, 2012, we filed with the Nevada Secretary of State Articles of Merger pursuant to which we merged into our wholly-owned subsidiary, TagLikeMe Corp., and the surviving corporation. Thus, our name was changed to "TagLikeMe Corp,." pursuant to the Articles of Merger (the "Name Change"). The Name Change was approved by our board of directors pursuant to written consent resolutions dated May 30, 2012. We filed the appropriate documentation with FINRA in order to effectuate the Name Change in the OTC Markets. The Name Change was effected on the OTC Markets June 15, 2012. Our new CUSIP number is 87378P 105.
 
Therefore, as of the date of this Quarterly Report, our trading symbol is “TAGG”. Our management deemed it appropriate to change our name to TagLikeMe Corp. in furtherance of and to better reflect the nature of our new business operations.

Stock Split
 
On July 3, 2012, our Board of Directors authorized and approved a stock split of five for one (5:1) of our total issued and outstanding shares of common stock (the “Stock Split”). The Stock Split was effectuated as part of the re-organization mandate and the Share Exchange Agreement. The board of directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) further increase our authorized share capital to a sufficient number similar to other industry public offerings, such as our direct competitors; (ii) the closing of the Share Exchange Agreement; (iii) current trading price of our shares of common stock on the OTC Bulletin Board Market and potential to increase the marketability and liquidity of our common stock; (iv) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (v) desire to meet future requirements of a larger share cap as required for market demand and interest by larger shareholder networks to decrease share price volatility; and (vi) desire to meet future requirements regarding per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; therefore.
 
The Stock Split was effectuated on July 23, 2012 upon filing the appropriate documentation with FINRA. The Stock Split increased our total issued and outstanding shares of common stock from 61,688,126 shares of common stock to 308,440,630 shares of common stock. The common stock will continue to be $0.001 par value. The shareholder record date was July 23, 2012.
 
Convertible Promissory Notes
 
During the six months ended June 30, 2013, the Company elected to assign $345,000 of loans payable to two unrelated third parties. Pursuant to the agreement, the loans payable notes were converted into convertible promissory notes. In addition, another $140,500 of convertible promissory notes were issued. In the six months ended June 30, 2013, $195,000 of convertible promissory notes were converted into 46,245,370 common shares. Subsequent to June 30, 2013, an additional $340,000 of convertible promissory notes were issued and $63,840 of convertible promissory notes were converted into 34,864,893 common shares.
 
As of the date of this Quarterly Report, there are 676,585,525 shares were issued and 408,169,941 shares issued and outstanding.
 
Certificate of Change
 
On July 16, 2012, we filed with the Nevada Secretary of State a certificate of change to the Articles of Incorporation to increase our authorized capital structure commensurate with the increase of our shares pursuant to the Stock Split. Therefore, as of the date of this Quarterly Report, our authorized capital structure has been increased from 66,666,666 shares of common stock to 333,333,330 shares of common stock, par value of $0.001.
 
 
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On December 19, 2012, the board of directors of TagLikeMe corp., a Nevada corporation (the “Company”) authorized an increase in the Company's shares of common stock to 1,000,000,000 shares, par value $0.001. On December 20, 2012, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 1,000,000,000 shares of common stock, par value $0.001,(the “Increase in Authorized”). The Increase in authorized shares was effective with the Nevada Secretary of State on December 20, 2012 when the Certificate of Amendment was filed. The Increase in authorized shares was approved by the board of directors and the shareholders holding a majority of the total issued and outstanding shares of common stock on December 19, 2012.
 
Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Taglikeme," refers to Taglikeme Corp.

CURRENT BUSINESS OPERATIONS

TagLikeMe
 
After consummation of the Share Exchange Agreement, we are in the business of connecting online users with others while looking for online information and making it easier for them to collect and share that information. In turn, we create population centers of topic specific audiences that we plan to make available to third party ad publishers and information content providers. We are not a search engine nor do we intend to become one. It’s a hybrid site we call a “Common Information Network” where we leverage the existing search capabilities of major search engines, cross references the search information with real population remarks from major social and wiki networks, while giving our users the capability to collect, publish, share or collaborate their search information with whomever they choose in a public or private manner. As more and more users collect and tag search results, management believes that we will ultimately become a destination where people can look for already filtered and shared web information as well as connect, message and interact with other people searching for the same information as them.
 
Our planned business model will encompass three fundamental stages of growth:

A.  
Population. As the beta product matures from user feedback and ongoing general development, the business will require additional funding to pursue additional marketing and support personnel. Significant cross marketing, ad placement and general awareness campaigns will have to be implemented on a constant basis in order to maintain general awareness and overall activities growth;

B.  
Thoroughly position the development of the product toward mobile and portable device style applications. This will require additional resources in development and the overall first phase plan is to deploy a mobile platform for iOS phones and pads for users to take advantage of the Company’s search, bookmarking, and collaboration tools for the “on-the-go” user; and

In addition to desktop user activities which management feels will increasingly decline over the next two to three years, we intend to focus on monitoring and building on its expected mobile and tablet user population and from their activities, generate a specific advertising

Oil and Gas Properties

After consummation of the Share Exchange Agreement, we remain holding title to certain oil and gas properties as previously disclosed; however, all oil and gas properties discussed have been fully impaired.
 
 
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The acreage and location of our oil and gas properties is summarized as follows:

   
Net Acres(*)
 
New Mexico Mississippi
    13,339 21,000  
Total
    34,339  
____________
(*)
Certain of our interests in our oil and gas properties may be less than 100%.  Accordingly, we have presented the acreage of our oil and gas properties on a net acre basis.
 
Quachita Prospect

As of the date of this Quarterly Report, we lease approximately 1,971 net acres within the Quachita Trend in the State of Texas for a three-year term in consideration of approximately $338,000. We have a 100% working interest and a 77% net revenue interest in the Quachita Prospect leases. During 2009, the balances of the leases within the Quachita trend were allowed to lapse without renewal by us. Accordingly, during the year ended December 31, 2009, we wrote off the original cost of these leases totaling $338,353. As allowed for under the lease which included the Boggs #1 well, we have paid a nominal fee to maintain our rights and access to the Boggs #1 well.

Boggs #1 Well.  We completed the drilling portion of the Boggs #1 well on July 13, 2007. Subsequently, we began production testing and evaluation of the well. Of the five tested zones, four produced significant volumes of natural gas. As formation water was also produced with the natural gas in the tested zones, the Boggs #1 is currently under evaluation.

The Boggs #1 had been privately funded with the funding investors receiving a 75% working interest and a 54% net revenue interest in exchange for providing 100% of all drilling and completion costs. Therefore, we initially retained a 25% working interest and a 23% net revenue interest in the Boggs #1 well. As of June 30, 2009, we incurred $1,336,679 in drilling and completion costs. As of June 30, 2009, we had received a total of $759,000 in funding from private investors. On March 24, 2008, we negotiated with the funding investors to acquire their interest in the Boggs #1 for $759,000 (which amount is equal to the total amount of the funding investors’ initial investment) and forgiveness of any additional amounts owing. Effective on March 24, 2008, we completed the acquisition and settlement of related party advances totaling $962,980 through the issuance of 3,057,076 shares of our restricted common stock at $0.315 per share. The difference between the estimated fair value of the common shares at issuance and the amount of the debt settled totaling $45,857 was recorded as a finance cost.

As formation water was also produced with the natural gas in the tested zones, the Boggs #1 was partially impaired as of December 31, 2010.  While there is potential to exploit lower zones or to recomplete the well under an improved gas pricing environment, an impairment charge of $891,119 was recorded against the well in 2010 and a further impairment charge of $445,560 was recorded against the well in fiscal 2011. We follow the full cost method of accounting for our oil and gas properties whereby all costs related to the acquisition of methane, petroleum and natural gas interests are capitalized. Such costs include land and lease acquisition costs, annual carrying charges of non-producing properties, geological and geophysical costs, costs of drilling and equipping productive and non-productive wells, and direct exploration salaries and related benefits. Certain of these costs are reviewed by management periodically for impairment regarding our unproved oil and gas properties. Management’s assessment of these costs and results of exploration activities, potential commodity price outlooks or expiration of all or a portion of leaseholds resulted in its decision to impair the Boggs #1 and may further impact the timing and amount of other impairments on our properties.

As of the date of this Quarterly Report, we intend to plug and abandon the Boggs #1 well and have accrued $50,000 for related costs. No further work is planned on being conducted and the leases will eventually expire.

New Mexico Prospect

As of the date of this Quarterly Report, we have leased various properties in the New Mexico Prospect totaling approximately 7,576 net acres within the State of New Mexico for a five year term expiring in 2013. in consideration for $112,883. We have a 100% working interest and an 84.5% net revenue interest in the leases comprising the New Mexico Prospect.
 
 
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Westrock Land Corp. Option Agreement. Effective on October 31, 2008, our board of directors authorized the execution of an option agreement (the “Option Agreement”) with Westrock Land Corp, a private Texas corporation (“Westrock”). In accordance with the terms and provisions of the Option Agreement: (i) Westrock owns all right, title and interest in and to approximately 7,763 net acres of  property within the State of New Mexico with a net revenue interest of 81.5% pertaining to 5,763 of the net acres (the “New Mexico Leases”); (b) Westrock ; (iii) we desire to acquire a 100% working interest in the New Mexico Leases for a total purchase price of approximately $388,150; and (iv) we had until April 16, 2009 to complete our due diligence (the “Option Period”).
 
The Option Agreement was subsequently extended on March 31, 2009 and June 1, 2009 whereby the option period was extended to September 15, 2009. We exercised our option with Westrock and acquired the approximate 5,763 net acres in New Mexico.

Formcap Corporation Option Agreement. Effective on July 14, 2009, our board of directors, pursuant to unanimous vote at a special meeting of the Board, authorized the execution of a letter agreement dated July 9, 2009 (the “Option Agreement”) with Formcap Corporation (“Formcap”), to purchase a 50% working interest (40.75% net revenue interest) of our 81.5% leasehold interest in and to certain leases located in Curry County, State of New Mexico (the “Frio Draw Prospect Interest”).
 
In accordance with the terms and provisions of the Option Agreement: (i) Formcap agreed to pay us a $100,000 initial payment (the “Initial Payment”) within five business days from the completion of its due diligence; (ii)  the balance of funds for the initial well would be advanced by FormCap to us within five business days from receipt of a mutually agreed upon approval for expenditure, which balance of such funds for the initial well were to be received by us no later than September 8, 2009; and (iii) the Initial Payment would be applied towards the total consideration to be paid by FormCap to us, which would include the cost of drilling and completing two wells at a total estimated cost of approximately $1,300,000.
 
In accordance with the further terms and provisions of the Option Agreement: (i) FormCap would provide to us the dry hole and completion costs estimated at $650,000 in advance of drilling the first well; (ii) upon drilling and completion of the first well, we would assign to FormCap a 25% working interest (20.375% net revenue interest) in the Frio Draw Prospect Interest; and (iii) upon receipt by us of the funds from Formcap in advance of drilling the second well, we would assign to FormCap the additional 25% working interest (20.375% net revenue interest). Costs associated with the drilling of all subsequent wells were to be shared on an equal basis between us and FormCap.
 
We granted to FormCap the time period between the date of execution of the Option Agreement and August 15, 2009 to complete its due diligence (the “Option Period”). During the period FormCap advanced a non-refundable $100,000 deposit under the terms of the Option to secure the project in connection with which we paid a finders’ fee of $20,000.  On September 24, 2009, we announced that FormCap could not meet the requirements of the Option Agreement and thus forfeited its rights to the project. We retained the $100,000 non-refundable deposit and recorded it as a gain on expired option. Due to current market conditions, management decided to fully impair the Frio Draw Prospect during fiscal year ended December 31, 2011 and, thus, an impairment charge of $541,646 was recorded.
 
Oklahoma Prospect
 
Effective on June 2, 2009, our board of directors, pursuant to unanimous vote at a special meeting, authorized the execution of a letter agreement dated May 28, 2009, as amended (the “Option Agreement”) with Bonanza Resources (Texas) Inc., the wholly owned subsidiary of Bonanza Resources Corporation (“Bonanza Resources”), to purchase a certain percentage of Bonanza Resources’ eighty-five percent (85%) leasehold interest (the “Bonanza Resources Interest”) in and to certain leases located in Beaver County, State of Oklahoma, known as the North Fork 3-D Prospect (the “Prospect”). In accordance with the terms and provisions of the Option Agreement: (i) we agreed to make a non-refundable payment to Bonanza Resources of $150,000 within sixty (60) days from the date of the Option Agreement; and (ii) Bonanza Resources agreed to grant to us an option having an exercise period of one year (the “Option Period”) to purchase a sixty percent (60%) partial interest (the “Partial Interest”) in the Bonanza Resources Prospect. In further accordance with the terms and provisions of the Option Agreement, in the event we do not pay the $150,000 to Bonanza Resources within sixty days from the date of the Option Agreement, the Option Agreement will terminate.
 
 
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The Bonanza Resources Interest is held by Bonanza Resources pursuant to that certain letter agreement between Bonanza Resources, Ryan Petroleum LLC and Radian Energy L.C. dated February 25, 2009 (the “Original Agreement”). In accordance with the terms and provisions of the Original Agreement, Bonanza Resources acquired the Bonanza Resources Interest and subsequently represented to us that the acreage of the Bonanza Resources Interest consisted of 8,555 acres. Therefore, the Option Agreement reflected the acreage of the Bonanza Resources Interest to consist of 8,555 acres, which has been subsequently disclosed by us in numerous filings  with the Securities and Exchange Commission.
 
Furthermore, in the event we pay the $150,000 to Bonanza Resources within the sixty day period from the date of the Option Agreement, and in accordance with the further terms and provisions of the Option Agreement: (i) we shall assume that amount of Bonanza Resources’ right, title and interest and obligations under the Original Agreement as is proportionate to the Partial Interest; and (ii) we must incur $2,400,000 in exploration and drilling expenditures (the “Exploration Expenditures”) during the Option Period. In the event that we do not exercise the Option Agreement, Bonanza Resources shall retain the $150,000 as liquidated damages for our failure to incur the Exploration Expenditures.
 
During the course of our due diligence, we discovered that the size of the Bonanza Resources Interest is not the original represented 8,555 acres but approximately 5,600 acres, which we alleged was materially less than represented by Bonanza Resources and contracted for under the Option Agreement. Bonanza Resources has stated to us that the actual lesser amount of acreage forming the Bonanza Resources Interest was due to certain leases not being renewed by the operator of the Prospect, thus expiring prior to the date of the Option Agreement, without first advising Bonanza Resources either orally or in writing of the operator’s intention to allow those leases to expire. Bonanza Resources further stated to us that it discovered the facts regarding the acreage on approximately November 26, 2009. We in good faith relied on the representations of Bonanza Resources when we entered into the Option Agreement and now know that such representations were not correct.
 
Therefore, as of November 30, 2009, we entered into an amendment of the Option Agreement with Bonanza Resources (the “Amendment”). In accordance with the terms and provisions of the Amendment, Bonanza Resources granted to us an option to acquire a 75% interest in the Bonanza Resources Interest (a 59.50% working interest) by incurring the full costs of drilling one well to completion on the Prospect, which will deem us as having earned an interest in that well and in the balance of the Prospect. In the event we incur the full cost of drilling the first well which results in a dry hole, we will then have the exclusive right and option to participate in any and all further drilling programs on the Prospect and to incur the full costs of drilling a second well to completion on the Prospect. This will deem us as having earned its option to acquire the 75% interest of the Bonanza Resources Interest in both that well and the balance of the Prospect.
 
Therefore, in light of the fact that the Bonanza Resources Interest is actually comprised of a number of acres materially less than originally represented by Bonanza Resources, we: (i) advised the public that we believed the accurate number of acres forming the Bonanza Resources Interest is approximately 5,600 acres and that our website has been amended accordingly; and (ii) advised the public of the Amendment.
 
During fiscal year ended December 31, 2009, we paid to Bonanza $115,000. The balance of $35,000 was due by December 31, 2009. Subsequently on January 12, 2010, the non-refundable payment was amended from $150,000 to $125,000. On January 15, 2010, we made the final payment of $10,000.
 
On January 15, 2010, we entered into a participation agreement to finance drilling and completion costs with two partners who will pay 67% of the costs of the first well in the Prospect. We were to pay 33% of the drilling and completion costs. To December 31, 2009, we had accrued the entire estimated cost of the first well of $475,065, of which $316,690 was paid to us during fiscal year ended December 31, 2009 by the new participants. Also during fiscal year ended December 31, 2009, we received a reduction in the well cost from the operator totaling $189,413, which resulted in amounts payable by the new participants being reduced to $190,530. Of the excess paid during fiscal year ended December 31, 2009 by the new participants, $63,022 remains payable as of June 30, 2010 and has been included in accounts payable and accrued liabilities.
 
 
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Our management decided to prioritize the exploration drilling program on the North Fork 3D prospect in Beaver County. We completed a multi-component interpretive 3-D survey on approximately 8,500 acres to image the Morrow A and B sands. Management believed that the 3-D interpretive survey identified approximately forty drill ready target locations. On February 1, 2010, we were informed by our operator that it had drilled the Nowlin #1-19 well to a depth of 8,836 feet. After review of the drilling logs, we have determined that oil is not producible in the targeted Morrow A and B sand formations. As of the date of this Quarterly Report, the well has been plugged and abandoned and we have written off our share of the dry hole costs of the well of $230,524.
 
Mississippi Prospect

Effective on August 26, 2010, our board of directors authorized the execution of an option agreement dated August 26, 2010 (the “Option Agreement”) with Westrock Land Corp. (“Westrock”), to purchase approximately 21,000 net acres of mineral oil and gas leases on lands located in Lamar, Jones and Forrest counties in the State of Mississippi (the “Acquired Properties”).  The Company has entered into the Option Agreement with Westrock, as the mineral leaseholder, and has received representations that Westrock owns all right, title and interest to all depths, including the Haynesville Shale Formation pursuant to the oil and gas leases with a minimum 75% net revenue interest.
 
In accordance with the terms and provisions of the Option Agreement: (i) we agreed to issue to Westrock an aggregate of 15,000,000 restricted shares of our common stock by November 30, 2010; (ii) Westrock granted us a period to conduct due diligence to October 31, 2010; and (iii) at closing, Westrock would convey to us the Acquired Properties by assignment and bill of sale and other associated documentation.

We subsequently completed due diligence on the Acquired Properties and issued 75,000,000 restricted common shares to Westrock on October 21, 2010 with an estimated fair value of $3,000,000. Due to current market conditions, management decided to fully impair these properties during fiscal year ended December 31, 2011 and, thus, an impairment charge of $3,000,000 was recorded.
 
 
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RESULTS OF OPERATION
 
STATEMENT OF OPERATIONS DATA
                 
               
Inception
 
   
Six Months Ended
   
(October 19, 2004)
 
   
June 30,
   
To June 30,
 
   
2013
   
2012
   
2013
 
General and Administrative Expense
                 
Investor relations expenses
  $ -     $ -     $ 921,268  
Consulting expense
    23,483       22,700       1,047,695  
Management fees - related party
    68,766       54,040       1,466,250  
Management fees - stock based
    -       -       2,430,585  
  compensation
                       
Impairment of oil and gas properties
    -       -       6,708,952  
Office and general
    26,181       51,453       1,187,265  
Professional fees
    35,061       25,173       1,205,002  
                         
Total G&A expense
    153,491       153,366       14,967,017  
                         
Net operating loss
    (153,491 )     (153,366 )     (14,967,017 )
                         
Other expense
                       
Gain on expired oil and gas lease option
    -       -       100,000  
Gain on forgiveness of debt
    -       -       229,423  
Abandonment expense
    -       (50,000 )     (50,000 )
Financing costs
    -       -       (424,660 )
Interest expense
    (33,875 )     (9,302 )     (209,383 )
Interest expense - derivative
    (803,633 )     -       (803,633 )
                         
Total other expense
    (837,508 )     (59,302 )     (1,158,253 )
                         
Net loss
  $ (990,999 )   $ (212,668 )   $ (16,125,270 )
 
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended June 30, 2013 Compared to Three Month Period Ended June 30, 2012

Our net loss for the three month period ended June 30, 2013 was $901,391 compared to a net loss of $144,061 during the three month period ended June 30, 2012, an increase of $757,330. During the three month periods ended June 30, 2013 and 2012, we did not generate any revenue.

During the three month period ended June 30, 2013, we incurred general and administrative expenses of $81,409 compared to $88,631 incurred during the three month period ended June 30, 2012, a decrease of $7,222. These general and administrative expenses incurred during the three month period ended June 30, 2013 consisted of (i) office and general of $17,807; (ii) professional fees of $11,836; (iii)  consulting fees of $18,000 and (iv) management fees – related party of $33,766  as compared to the three month period ended June 30, 2012, which consisted of (i) office and general of $29,836; (ii) professional fees of $9,075; (iii)  consulting fees of $22,200 and (iv) management fees – related party of $27,520.

General and administrative expenses incurred during the three month period ended June 30, 2013 compared to the three month period ended June 30, 2012 decreased primarily due to lower rent expense by consolidating offices in the UK.
 
 
21

 

During the three month period ended June 30, 2013 interest expense incurred was $16,349, interest expense-derivative on convertible promissory notes was $803,633, and abandonment expense incurred for plugging and abandoning the Boggs #1 well was $0 as compared to the three month period ended June 30, 2012, where in interest expense incurred was  $5,430, interest expense-derivative on convertible promissory notes was $-0- and abandonment expense incurred for plugging and abandoning the Boggs #1 well was $50,000. Our net loss during the three month period ended June 30, 2013 was $901,391 or ($0.00) per share compared to a net loss of $144,061 or ($0.00) per share during the three month period ended June 30, 2012. The weighted average number of shares outstanding was 345,665,456 for the three month period ended June 30, 2013 compared to 267,269,420 for the three month period ended June 30, 2012.

Six Month Period Ended June 30, 2013 Compared to Six Month Period Ended June 30, 2012

Our net loss for the six month period ended June 30, 2013 was $990,999 compared to a net loss of $212,668 during the six month period ended June 30, 2012, an increase of $778,331. During the six month periods ended June 30, 2013 and 2012, we did not generate any revenue.

During the six month period ended June 30, 2013, we incurred general and administrative expenses of $153,491 compared to $153,366 incurred during the six month period ended June 30, 2012, a decrease of $126. These general and administrative expenses incurred during the six month period ended June 30, 2013 consisted of: (i) consulting fees of $23,483, (ii) office and general of $26,181; (iii) professional fees of $35,061; and (iv)management fees – related party of $68,766 as compared to the six month period ended June 30, 2012 consisted of: (i) consulting fees of  $22,700; (ii) office and general of $51,453; (iii) professional fees of $25,173; and (iv)management fees – related party of $54,040.

General and administrative expenses incurred during the six month period ended June 30, 2013 compared to the six month period ended June 30, 2012 decreased primarily due to lower rent expense by consolidating offices in the UK.

Of the $153,491 incurred as general and administrative expenses during the six month period ended June 30, 2013, we incurred management fees of $68,766. As of June 30, 2013, the total amount due and owing in accrued and unpaid management fees and expenses was $27,402.

During the six month period ended June 30, 2013 interest expense incurred was $33,875, interest expense-derivative on convertible promissory notes was $803,633, and abandonment expense incurred for plugging and abandoning the Boggs #1 well was $-0-, as compared to the six month period ended June 30, 2012, wherein interest expense incurred was $9,302, interest expense-derivative on convertible promissory notes was $-0-, and abandonment expense incurred for plugging and abandoning the Boggs #1 well was $50,000. Our net loss during the six month period ended June 30, 2013 was $990,999, or ($0.00) per share compared to a net loss of $212,668, or ($0.00) per share, during the six month period ended June 30, 2012. The weighted average number of shares outstanding was 338,343,719 for the six month period ended June 30, 2013 compared to 265,165,690 for the six month period ended June 30, 2012.
 
 
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LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2013

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash.  The following table provides certain selected balance sheet comparisons between June 30, 2013 and December 31, 2012: 

   
June 30,
   
December 31,
    $     %  
   
2013
   
2012
   
Change
   
Change
 
Working capital
  $ (1,987,296 )   $ (1,213,019 )   $ (774,277 )     63.8 %
Cash
  $ 28,361     $ 7,575     $ 20,786       274.4 %
Total current assets
  $ 32,549     $ 7,599     $ 24,950       328.3 %
Total assets
  $ 381,813     $ 357,807     $ 24,006       6.7 %
Accounts payable and accrued liabilities
  $ 469,113     $ 464,519     $ 4,594       1.0 %
Loan payable
  $ 443,920     $ 756,100     $ (312,180 )     (41.3 %)
Convertible promissory notes
  $ 275,777     $ -     $ 275,777    
Over 100%
 
Derivative liability
  $ 803,633     $ -     $ 803,633    
Over 100%
 
Total current liabilities
  $ 2,019,845     $ 1,220,618     $ 799,227       65.5 %
Total liabilities
  $ 2,019,845     $ 1,220,618     $ 799,227       65.5 %
 
At June 30, 2013, our working capital deficit increased as compared to December 31, 2012, primarily as a result of an increase in liabilities from convertible promissory notes of $275,777, with corresponding derivative liability of $803,633 and accounts payable and accrued expenses of $4,594, which were from expenses incurred from the year end filing requirements.

Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended June 30, 2013, net cash flows used in operating activities was $124,714. Net cash flows used in operating activities was changed by $944 of amortization, $33,875 in accrued interest on loans payable, $803,633 in accrued interest-derivative, $17,884 in due to related parties, ($4,164) in prepaids and $14,112 in accounts payable and accrued liabilities.

Investing Activities

Net cash used in investing activities was $-0- for the six months ended June 30, 2013..

Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity, debt and convertible debt instruments. For the six month period ended June 30, 2013, net cash flows provided by financing activities was $145,500 as compared to $145,500 for the six month period ended June 30, 2012.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

PLAN OF OPERATION AND FUNDING

We intend to introduce an ad placement model to third party ad publishers as traffic increases and it reaches its bench mark growth of approximately 1.0 million visitors and 5-10% active recurring users on an annualized basis. We expect to focus on significantly increasing user recurring measurements as its mobile applications become available and as its desktop product becomes thoroughly tuned from continuous development. Since we do not rely on registered members to generate its site activities, we primarily refer to our users as visitors whether they are simply conducting search functions or performing more complex interactions within its site. As we generate a measurable benchmark of population activities from desktop and mobile, we expect to form alliances and relationships with national and localized advertising publishers on a “special ad offer” basis. This will result in users being able to receive special promotional offerings on services or products within their local area or receive immediate special promotions specific to user interest based on their bookmarking criteria and collaboration projects with other users.
 
 
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Remaining within the focus of being an “Open Information Network” managed by its users, we expect to expand our services to value-add a subscription or pay-per-use content service for our users. We are currently exploring relationships with various third party content providers in the areas of academic and other published research material. This would be a value add to users of the product to be able to find and retrieve for a small fee, hard to find research or other online materials in diverse categories.

The website acquired from Glob Media Works Inc has been revamped and recently TagLikeMe Corp launched the TagLikeMe App available from the AppStore. Both are receiving significant "hits" and downloads without any marketing.

Taglikeme Corp is negotiating with a number of parties with a view to bring monetization into the company as soon as possible.  These negotiations are advanced and could result in an early acquisition to ensure that value is added for shareholders.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. We may expect to need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

In the six months ended June 30, 2013, the Company entered into eight convertible note agreements.

On April 15, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $32,500 convertible note payable due interest at 12% per annum, unsecured, and due December 1, 2013.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 3 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $101,298 as of June 30, 2013 using the Black Scholes Model.

On April 15, 2013, Magna Group, LLC was assigned $95,000 of the Company’s note payable debt.  In connection with assignment of the debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $95,000 convertible note payable with interest of 12% per annum, unsecured, and due April 14, 2014. The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest of the three trading prices in the previous 3 days leading up to the date of conversion. On May 6, 2013, Magna Group, LLC exercised its option to convert the entire $95,000 of debt into 17,101,710 common shares.  The Company did not record a derivative expense for this convertible note payable because it was converted in full for common shares prior to June 30, 2013.

On May 10, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $31,500 convertible note payable due interest at 12% per annum, unsecured, and due December 1, 2013.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $110,452 as of June 30, 2013 using the Black Scholes Model.

On May 10, 2013, Magna Group, LLC was assigned $100,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $100,000 convertible note payable due interest at 12% per annum, unsecured, and due May 10, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. On May 28, 2013, Magna Group, LLC exercised its option to convert $35,000 of debt into 6,427,916 common shares. On June 10, 2013, Magna Group, LLC exercised its option to convert $25,000 of debt into 4,545,454 common shares.   On June 18, 2013, Magna Group, LLC exercised its option to convert $20,000 of debt into 4,489,338 common shares. On June 28, 2013, Magna Group, LLC exercised its option to convert $20,000 of debt into 6,080,477 common shares. The Company did not record a derivative expense for this convertible note payable because it was converted in full for common shares prior to June 30, 2013.
 
 
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On May 21, 2013, WHC Capital, LLC was assigned $100,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with WHC Capital ,LLC for a $100,000 convertible note payable due interest at 10% per annum, unsecured, and due March 21, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. On June 20, 2013, WHC Capital, LLC exercised its option to convert $20,378 of debt into 4,500,000 common shares.  As the conversion rate is floating in nature, the Company calculated a derivative liability of $228,261 as of June 30, 2013 using the Black Scholes Model.

On May 31, 2013, the Company entered into a Securities Purchase Agreement with Hanover Holdings I, LLC for a $31,500 convertible note payable due interest at 12% per annum, unsecured, and due January 31, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $98,181 as of June 30, 2013 using the Black Scholes Model.

On May 31, 2013, Magna Group, LLC was assigned $50,000 of the Company’s note payable debt.  In connection with the assignment of debt, the Company entered into a Securities Purchase Agreement with Magna Group, LLC for a $50,000 convertible note payable due interest at 12% per annum, unsecured, and due January 31, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $155,843 as of June 30, 2013 using the Black Scholes Model.

On June 14, 2013, the Company entered into a Securities Purchase Agreement with WHC Capital, LLC for a $45,000 convertible note payable due interest at 10% per annum, unsecured, and due May 21, 2014.  The note is convertible into common shares of the Company at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the average of the lowest trading prices in the previous 5 days leading up to the date of conversion. As the conversion rate is floating in nature, the Company calculated a derivative liability of $109,598 as of June 30, 2013 using the Black Scholes Model.

The total amount of principle and accrued interest on convertible notes payable is as follows:
 
   
June 30,
2013
   
December 31,
2012
 
Convertible Notes Payable- WHC Capital, LLC
  $ 124,622     $ -  
Convertible Notes Payable- Magna Group, LLC
    50,000       -  
Convertible Notes Payable- Hanover Holdings I, LLC
    95,500       -  
Accrued Interest
    5,655       -  
Derivative Liability
    803,633       -  
Total
  $ 1,079,410       -  
 
For the six months ended June 30, 2013, the Company recorded a derivative expense of $803,633.  For the six months ended June 30, 2013, the Company recorded interest expense related to the convertible notes in the amount of $5,655.

During 2012, the Company received loan proceeds of $245,000 from an unrelated party pursuant to an unsecured promissory note agreement.  The promissory note is due on demand and bears interest at 10% per annum.  Total accrued interest at June 30, 2013 is $14,865.  An assignment of $245,000 was made to third parties leaving a balance outstanding of $14,865 at June 30, 2013.
 
 
25

 

During fiscal year ended December 31, 2011, we received loan proceeds of $175,000 from an unrelated third party. The loan was evidenced in a promissory note dated May 15, 2011 and maturing November 15, 2011. The promissory note bears interest at the rate of 10% per annum of which a total of $36,157 has accrued for interest as of June 30, 2013. This note is due on demand.  An assignment of $100,000 was made to a third party leaving a balance outstanding of $111,157 at June 30, 2013.

During 2012, the Company received loan proceeds of $25,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum of which a total of $3,159 has been accrued for interest as of June 30, 2013.

During 2012, the Company received loan proceeds of $60,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum of which a total of $5,635 has been accrued for interest as of June 30, 2013.

During 2012, the Company received loan proceeds of $99,953 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum of which a total of $5,970 has been accrued for interest as of June 30, 2013.
 
During 2012, the Company received loan proceeds of $34,500 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest was $5,478 leaving a total of $39,978 due against this promissory note at June 30, 2013.
 
During 2013, the Company received loan proceeds of $10,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum of which a total of $247 has been accrued for interest as of June 30, 2013.

During 2012, Glob Media received loan proceeds of $50,865 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest was $4,869 leaving a total of $55,734 owing on this promissory note at June 30, 2013.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, 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 are material to investors.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2012 and December 31, 2011 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 
 
 
26

 
 
Exchange Rate
 
Our reporting currency is United States Dollars (“USD”).  In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, since all of our properties are currently located within the United States, any potential revenue and expenses will be denominated in U.S. Dollars, and the net income effect of appreciation and devaluation of the currency against the U.S. Dollar would be limited to our costs of acquisition of property.
 
Interest Rate
 
Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.
 
ITEM 4. CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
We have performed an evaluation under the supervision and with the participation of our management, including our chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2013 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
Management’s Quarterly Report on Internal Control Over Financial Rporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of the Company’s management, including the chief executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of June 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Inherent Limitations on Effectiveness of Controls

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our CEO and our CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level.
 
 
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Changes in internal controls

There were no changes in internal controls for the six month period ended June 30, 2013.

AUDIT COMMITTEE REPORT

The Company previously had an audit committee with three appointed members . Two members were “independent” within the meaning of Rule 10A-3 under the Exchange Act and were in addition financial experts. As of the date of this 10-Q and with the resignation of the prior members of the board of directors and executive officers, the Company no longer has an audit committee. However, the Company intends to appoint new members to the audit committee during fiscal year 2013. The audit committee operates under a written charter adopted by the board of directors on November 20, 2004. The board of directors pursuant to a special meeting held on December 18, 2008 adopted an amended audit committee charter and responsibilities.

The audit committee's primary function is to provide advice with respect to our financial matters and to assist the board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Company's financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company's  independent accountants; (iii) evaluate the Company's quarterly financial performance as well as the Company's compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Board of Directors.
 
 
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PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No report required.

ITEM IA.  RISK FACTORS

No report required.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Share Exchange Agreement

Effective June 29, 2012, we issued an aggregate of 45,378,670 shares of our restricted common stock to the Glob Media Shareholders at a per share price of $0.006. Our securities issued to the Glob Media Shareholders upon the closing of the Share Exchange Agreement have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and were issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from such registration requirements.

Settlement of Debt

Our board of directors, pursuant to unanimous adoption of consent resolutions of the board of directors (the "Board of Directors Consent Resolutions") dated effective as of June 15, 2012 (the "Effective Date"), approved and authorized the settlement of an aggregate $135,000 (the "Debt") of an aggregate $204,572 in current indebtedness due and owing to five certain lenders (the "Lenders"). We owed the aggregate $204,572 to the Lenders, which was associated with loan principal, accrued interest and/or services rendered. The board of directors authorized the settlement of the Debt by the issuance of an aggregate 22,500,000 shares of our restricted common stock at $0.006 per share effective as of June 15, 2012. Our shares of common stock were previously trading on the OTC Bulletin Board at approximately $0.0054 per share from April 15, 2012 to the Effective Date. The aggregate 22,500,000 shares of restricted common stock were issued to the five Lenders as of the Effective Date.

The settlement of the debt was made to five non-United States Creditors in reliance on Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The securities issued in the settlement of the Debt have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. There were no finders' fees or commissions' payable by us upon the successful completion of the settlement of the debt.
 
The shareholders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
 
 
29

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION
 
On November 5, 2012, we formally informed De Joya Griffith, LLC of their dismissal as our independent registered public accounting firm.
 
The reports of De Joya Griffith, LLC on our financial statements as of and for the year ended December 31, 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.
 
Our board of directors participated in and approved the decision to change independent registered public accounting firms.
 
During our two most recent fiscal years preceding the termination of De Joya Griffith, LLC, and through November 5, 2012, there were no disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.
 
De Joya Griffith, LLC has furnished a letter addressed to the SEC stating that it agrees with the above statements.
 
New independent registered public accounting firm
 
On November 5, 2012, we engaged Patrick Rodgers, CPA, PA, as our new independent registered public accounting firm. During the two most recent fiscal years and through November 5, 2012, we have not consulted with Patrick Rodgers, CPA, PA regarding any of the following:
 
 
(a)
The application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and Patrick Rodgers did not provide either a written report or oral advice to us that Patrick Rodgers concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or
     
 
(b)
The subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K.

 
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ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K
 
Exhibit No.
 
Document
     
3.1
 
Articles of Incorporation (1)
     
3.1 (1)
 
Certificate of Amendment dated December 20, 2012 filed with the Nevada Secretary of State. (10)
     
3.2
 
Bylaws (1)
     
4.1
 
Chapman Oil and Gas Lease (2)
     
4.2
 
Hurley Oil and Gas Lease (2)
     
4.3
 
Lease Assignment between Geneva Energy Corp. And Morgan Energy Corp. dated December 17, 2004 (2)
     
4.4
 
Fletcher Lewis Letter (3)
     
4.5
 
Fletcher Lewis Consent dated December 31, 2004 (3)
     
4.6
 
American News Publishing Letter dated January 13, 2006 (3)
     
10.1
 
Asset Purchase Agreement between Morgan Creek Energy Corp. and Geneva Energy Corp. Dated December 15, 2004 (1)
     
10.2
 
Share Exchange Agreement among Morgan Creek Energy Corp., Glob Media Works Inc. and the shareholders of Glob Media Works Inc. (8)
     
10.2
 
Charter of Audit Committee (1)
     
10.3
 
Executive Services Agreement between Morgan Creek Energy Corp, Westhampton Ltd., and David Urquhart dated April 30, 2008. (5)
     
10.4
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp dated October 31, 2008. (6)
     
10.5
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp. dated August 26, 2010 (7)
 
 
31

 
 
14
 
Code of Business Conduct (1)
     
16
 
Letter of Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants (4)
     
16.1
 
Letter from DeJoya Griffith and Company, LLC dated November 8, 2012 to the Securities and Exchange Commission regarding statements included in Form 8-K filed November 13, 2012. (9)
     
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act.
     
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of The Securities Exchange Act.
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of theSarbanes-Oxley Act.

101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference from Form SB-2 filed with the Commission on April 11, 2005.

(2) Incorporated by reference from Form SB-2/A filed with the Commission on June 14, 2005.

(3) Incorporated by reference from Form SB-2/A filed with the Commission on January 13, 2006.

(4) Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 3, 2008.

(5) Incorporated by reference from Form Current Report on 8-K filed with the Commission on April 5, 2008.

(6) Incorporated by reference from Form Current Report on 8-K filed with the Commission on November 5, 2008.

(7) Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 27, 2010.

(8) Incorporated by reference from Form Current Report on 8-K filed with the Commission on June 29, 2012.

(9) Incorporated by reference from Form Current Report on 8 K/A filed with the Commission on November 15, 2012.

(10) Incorporated by reference from Form Current Report on 8-K filed with the Commission on December 20, 2012.
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act
 
 
32

 
 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  TAGLIKEME CORP.  
       
Dated: August 14, 2013
By:
/s/ Richard Elliot Square  
    Richard Elliot Square President and  
    Chief Executive Officer  
       
       
Dated: August 14, 2013  By: /s/ Peter Kartsten  
    Chief Financial Officer  
       

 
 
 
 
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