0001085037-11-000225.txt : 20110712 0001085037-11-000225.hdr.sgml : 20110712 20110712135010 ACCESSION NUMBER: 0001085037-11-000225 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110712 DATE AS OF CHANGE: 20110712 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brodkey Andrew A CENTRAL INDEX KEY: 0001409727 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 4960 N. CAMINO ANTONIO CITY: TUSCON STATE: AZ ZIP: 85718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Titan Iron Ore Corp. CENTRAL INDEX KEY: 0001414043 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980546715 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86336 FILM NUMBER: 11963544 BUSINESS ADDRESS: STREET 1: 3040 N. CAMPBELL AVE., SUITE 110 CITY: TUSCAN STATE: AZ ZIP: 85719 BUSINESS PHONE: (520) 989-0020 MAIL ADDRESS: STREET 1: 3040 N. CAMPBELL AVE., SUITE 110 CITY: TUSCAN STATE: AZ ZIP: 85719 FORMER COMPANY: FORMER CONFORMED NAME: Titon Iron Ore Corp. DATE OF NAME CHANGE: 20110620 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL YEARBOOK, INC. DATE OF NAME CHANGE: 20071003 SC 13D 1 schedule13dbrodkey.htm SCHEDULE 13D schedule13dbrodkey.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 

TITAN IRON ORE CORP..
 
(Name of Issuer)

Common Stock, $0.0001 Par Value
 
(Title of Class of Securities)

88831R 100
 
(CUSIP Number)

copy to:
Bernard Pinsky
c/o Clark Wilson LLP
800-885 West Georgia Street, Vancouver, BC  V6C 3H1
604-687-5600
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 6, 2011
 
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
SCHEDULE 13D
CUSIP No.
88831R 100

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Brodkey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Andrew Brodkey is a United States citizen
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER
  
6,000,000
  
8
SHARED VOTING POWER
  
Nil
  
9
SOLE DISPOSITIVE POWER
  
6,000,000
  
10
SHARED DISPOSITIVE POWER
  
Nil
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of common stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A           [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.06% based on 49,737,000 of shares of common stock issued and outstanding as of July 7, 2011, after taking into account the cancellation of shares which is in process.
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 


 
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This Schedule 13D is being filed on behalf of Andrew Brodkey relating to the shares of common stock, par value $0.0001 of Titan Iron Ore Corp., a corporation existing under the laws of the State of Nevada (the “Issuer”).
 
Item 1.  Security and Issuer
 
This Statement relates to shares of common stock with $0.0001 par value of the Issuer. The principal executive offices of the Issuer are located at 4320 – 196 Street, SW, #111, Lynwood, Washington 98036-6754.
 
Item 2.  Identity and Background

 
(a)
Andrew Brodkey
 
(b)
Mr. Brodkey’s address is 4960 N. Camino Antonio, Tucson, AZ  86718
 
(c)
Mr. Brodkey is the President, CEO and a director of the Issuer.
 
(d)
During the last five years, Andrew Brodkey has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
(e)
During the past five years, Andrew Brodkey has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws
 
Item 3.  Source and Amount of Funds or Other Considerations
 
Effective June 30, 2011, 6,000,000 shares of common stock were acquired by Andrew Brodkey from certain affiliate shareholders of the Company pursuant to a reorganization described under Item 4 “Purpose of Transaction”.
 
Item 4.  Purpose of Transaction
 
Effective June 30, 2011, Ohad David, Ruth Navon and Service Merchant Corp., as vendors, entered into an affiliate stock purchase agreement with Andrew Brodkey and several other purchasers, whereby the vendors sold, assigned, transferred and delivered a total of 18,000,000 restricted shares of the Issuer to several purchasers.  Mr. Brodkey acquired 6,000,000 shares of common stock for a price of $0.0001 per share.
 
Depending on market conditions and other factors, the Reporting Person may acquire additional shares of the Issuer’s common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Person also reserves the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.
 
The acquisition was completed as part of a reorganization of the Company whereby the Company changed its business to the mining exploration and development business, a number of affiliate shares were cancelled, Andrew Brodkey was appointed as director and CEO, the previous CEO Ed Mulhern resigned as CEO and from other offices with the Company, and new additional officers were appointed.  Full details of the reorganization are contained in the report on form 8-K filed by the Company on July 7, 2011.
 
As of the date hereof, except as described above, the Reporting Person does not have any plans or proposals which relate to or would result in:

 
•
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
     
 
•
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
     
 
•
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
     
 
•
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
     
 
•
Any material change in the present capitalization or dividend policy of the issuer;
     
 
•
Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
     
 
•
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
     
 
•
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
     
 
•
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
     
 
•
Any action similar to any of those enumerated above.
 
Item 5.  Interest in Securities of the Issuer
 
The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 6,000,000 shares of common stock, or 12.06% based on 49,737,000 of shares of common stock issued and outstanding as of June 30, 2011.
 
All of the 6,000,000 shares are registered in the name of Andrew Brodkey who has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 6,000,000 shares of common stock of the Issuer.  No person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 6,000,000 shares of common stock of the Issuer.
 
The Reporting Person has not effected any transaction in the shares of common stock of the Issuer in the past 60 days.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.
 
Item 7.  Material to Be Filed as Exhibits
 
Not Applicable.

 
3
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief of each of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

July 12, 2011

/s/ Andrew Brodkey                                                      
Signature

Andrew Brodkey
Name/Title
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

 
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