0001199073-11-000963.txt : 20111011 0001199073-11-000963.hdr.sgml : 20111010 20111007184345 ACCESSION NUMBER: 0001199073-11-000963 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20110731 FILED AS OF DATE: 20111011 DATE AS OF CHANGE: 20111007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TITAN TRADING ANALYTICS INC CENTRAL INDEX KEY: 0001076639 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25289 FILM NUMBER: 111133216 BUSINESS ADDRESS: STREET 1: 13 STREET 2: 18104 - 102 AVENUE CITY: EDMONTON STATE: A0 ZIP: T5S 1S7 BUSINESS PHONE: 780-930-7072 MAIL ADDRESS: STREET 1: 13 STREET 2: 18104 - 102 AVENUE CITY: EDMONTON STATE: A0 ZIP: T5S 1S7 6-K 1 d6k.htm TITAN TRADING ANALYTICS INC. FORM 6-K d6k.htm
 


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


FORM 6-K


Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934


For the month of September, 2011

Commission File No.: 000-25289

TITAN TRADING ANALYTICS INC.
(Translation of the registrant’s name into English)

675 West Hastings Street, Suite 200, Vancouver, B.C. V6B 1N2
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      X      Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____________________

Indicate by check mark whether the registrant by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes         No   X  
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ______________________
 
 
 
 

 
 
TABLE OF CONTENTS

The following documents are filed as part of this Form 6-K

Exhibit
 
99.1  
Financial Statements – Q3 ending July 31, 2011
99.2  
MD&A – Q3 ending July 31, 2011
99.3  
CEO Certificate– Q3 ending July 31, 2011
99.4  
CFO Certificate – Q3 ending July 31, 2011
99.5  
News Release – Grant of Options
99.6  
News Release – Grant of Options
99.7  
News Release – Extension of Warrants

 
 
 

 

TITAN TRADING ANALYTICS INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

TITAN TRADING ANALYTICS INC.


Date:  October 6, 2011                                                                        /s/ John Coulter                                     
John Coulter, Chief Executive Officer

 
 

 


Exhibit Index
 
Exhibit
 
99.1  
Financial Statements – Q3 ending July 31, 2011
99.2  
MD&A – Q3 ending July 31, 2011
99.3  
CEO Certificate– Q3 ending July 31, 2011
99.4  
CFO Certificate – Q3 ending July 31, 2011
99.5  
News Release – Grant of Options
99.6  
News Release – Grant of Options
99.7  
News Release – Extension of Warrants

 


EX-99.1 2 ex99_1.htm FINANCIAL STATEMENTS - Q3 ENDING JULY 31, 2011 ex99_1.htm  

Exhibit 99.1
 
 

 

Consolidated Financial Statements of
 

 
TITAN TRADING ANALYTICS INC.

(A Development Stage Company)


 For the nine months ended July 31, 2011
(Unaudited)

(expressed in Canadian dollars)

 
 

 

Notice to Reader

The management of Titan Trading Analytics Inc. is responsible for the preparation of the accompanying interim consolidated financial statements. The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada and are considered by management to present fairly the financial position, operating results and cash flows of the Company.
These interim financial statements have not been reviewed by an auditor. These interim consolidated financial statements are unaudited and include all adjustments, consisting of normal and recurring items, that management considers necessary for a fair presentation of the consolidated financial position, results of operations and cash flows.



Dated: September 29, 2011
signed “John Coulter”
John Coulter
CEO and CFO

 
 

 








 
 
TABLE OF CONTENTS
 
 
Page
 
Consolidated Balance Sheets
1
Consolidated Statements of Operations
 
and Comprehensive Loss
2
Consolidated Statements of Shareholders’ Equity
3
Consolidated Statements of Cash Flows
4
Notes to Consolidated Financial Statements
5 - 18
 
 
 
 

 
 

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Balance Sheets
 (expressed  in Canadian dollars)
(Unaudited – prepared by management)


   
July 31,
   
October 31,
 
             
   
2011
   
2010
 
ASSETS
           
CURRENT
           
   Cash
  $ 1,641,590     $ 209,736  
   Short-term investment
    60,000       60,000  
   Other receivables
    5,983       10,088  
   Prepaid expenses and deposits
    25,122       37,727  
      1,732,695       317,551  
Deposit
    23,709       24,074  
Property and equipment
    301,506       425,468  
Technology rights (Note 3)
    368,150       398,000  
                 
 
  $ 2,426,060     $ 1,165,093  
                 
LIABILITIES
               
CURRENT
               
   Accounts payable and accrued liabilities (Note 6)
  $ 72,761     $ 187,971  
   Loans and advances
    ---       2,111  
      72,761       190,082  
Deferred lease inducements
    59,339       76,574  
Convertible debentures (Note 4)
    287,997       283,509  
                 
      420,097       550,165  
                 
SHAREHOLDERS’ EQUITY
               
Share capital (Note 5)
    18,379,991       15,845,770  
Warrants (Note 5)
    2,193,432       1,901,217  
Contributed surplus (Note 5)
    3,232,067       2,899,907  
Convertible debenture equity (Note 4)
    11,564       11,564  
Deficit accumulated in development stage
    (16,888,418 )     (16,888,418 )
Deficit
    (4,922,673 )     (3,155,112 )
      2,005,963       614,928  
                 
    $ 2,426,060     $ 1,165,093  
                 
Nature of Operations and Going Concern (Note 1)
               
Commitments (Note 7)
               
Subsequent Events (Note 10)
         
 

Approved by the Board:
         
 
Signed “John Coulter” 
   
Signed ”James Leman”
 
John Coulter 
   
James Leman
 


See accompanying notes to consolidated financial statements.
 
1

 

TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
 (expressed in Canadian dollars)
(Unaudited – prepared by management)
   
Three months ended
July 31,
   
Nine months ended
July 31,
 
   
2011
   
2010
   
2011
   
2010
 
                         
EXPENSES:
                       
   Research and development (Note 8)
    154,424       185,834       440,933       576,785  
   General and administrative  ( Note )
    129,367       425,130       1,127,323       1,196,855  
   Amortization
    45,426       38,404       136,277       115,702  
   Bank charges and interest
    21,899       751       30,864       4,406  
   Loss (Gain) on foreign exchange
    12,221       78,125       32,164       70,969  
                                 
Net loss and comprehensive loss
    363,337       728,244       1,767,561       1,964,717  
                                 
LOSS PER SHARE – Basic (Note 14)
  $ (0.003 )   $ (0.01 )   $ (0.02 )   $ ( 0.03 )
                                 
                                 
WEIGHTED AVERAGE NUMBER
OF SHARES USED TO
CALCULATE LOSS PER SHARE
    104,041,191       61,505,174       95,682,051       59,391,985  


See accompanying notes to consolidated financial statements.                                                                                                           
 
2

 

TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Shareholders’ Equity
 (expressed in Canadian dollars)
(Unaudited – prepared by management)


   
Share
Capital
   
Warrants
   
Contributed
Surplus
   
Convertible
Debentures -
Equity
   
Deficit
   
Total
 
                                     
October 31, 2008
    11,707,655       1,016,303       1,279,169             (13,163,541 )     839,586  
                                               
Net loss
                                  (3,528,749 )     (3,528,749 )
Expired/forfeited warrants
            (239,077 )     239,077                     ---  
Stock options exercised
    169,120               (49,820 )                   119,300  
Private placements
    1,644,179       338,649                             1,982,828  
Shares issued for service
    71,000                                     71,000  
Stock compensation expense
                    807,931                     807,931  
                                               
October 31, 2009
    13,591,954       1,115,875       2,276,357             (16,692,290 )     291,896  
                                               
Net loss
                                  (2,977,117 )     (2,977,117 )
Private placement
    2,266,364       626,049                             2,892,413  
Returned to treasury
    (12,548 )     (3,524 )                   (9,306 )     (25,378 )
Warrants extension
            162,817                     (162,817 )     ---  
Stock compensation expense
                    623,550                     623,550  
Convertible debentures
                            11,564               11,564  
Technology rights
payment in excess of carrying value
                                (202,000 )     (202,000 )
                                                 
October 31, 2010
  $ 15,845,770     $ 1,901,217     $ 2,899,907     $ 11,564     $ (20,043,530 )   $ 614,928  
Net loss
                                    (1,767,561 )     (1,767,561 )
Private placement
    2,534,221       292,215                               2,826,436  
Stock compensation expense
                    332,160                       332,160  
 
July 31, 2011
  $ 18,379,991     $ 2,193,432     $ 3,232,067     $ 11,564     $ (21,811,091 )   $ 2,005,963  
                                                 

See accompanying notes to consolidated financial statements.                                                                                                           
 
3

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in Canadian dollars)
(Unaudited – prepared by management)


   
 
 
    Three months ended July 31,      Nine months ended July 31,  
   
2011
   
2010
   
2011
   
2010
 
OPERATING
                       
Net loss for the period
  $ (363,337 )   $ (733,244 )   $ ( 1,767,561 )   $ (1,953,392 )
Adjustments for non-cash items
                               
    Amortization of property and equipment
    51,171       44,149       153,512       132,937  
        Amortization of deferred lease inducements
    (5,745 )     (5,745 )     (17,235 )     (17,235 ),
    Stock compensation expense
    (38,260 )     140,956       332,160       265,006  
     Accretion Interest
    1,501             4,488        
    Research and developmenmt
                     
    Unrealized foreign exchange
    (567 )           (6,977 )      
Net Changes in non-working capital balances:
                           
     Prepaid expenses and deposits
    (272 )     (855 )     12,970       13,251  
     Other receivables
    16,807       (6,378 )     4,105       6,575  
     Accounts payable and accrued liabilities
    (9,772 )     109,118       (114,361 )     104,298  
                                 
      (348,474 )     (451,999 )     (1,398,899 )     (1,448,560 )
INVESTING
                       
   Due from related parties
    ---       ---       ---       ---  
   Loan receivable
    ---       ---       ---       ---  
   Purchase (Sale) of property and
   equipment
    ---       ---       300       ---  
   Purchase of technology rights
    ---       ---       ---       ---  
   Proceeds from deferred lease inducements
    ---       ---       ---       ---  
   Restricted cash
    ---       ---       ---       2,520  
   Short-term investment
    ---       ---       ---       --  
      --       852       300       2,520  
FINANCING
                               
   Issue of share capital, net of issue costs
    1,899,517       892,183       2,826,436       892,183  
   Redemption of common shares
    ---       ---       ---       ---  
   Loans and advances
    ---       (530,136 )     (2,111 )     386,884  
      1,899,517       362,047       2,824,325       1,279,067  
EFFECT OF EXCHANGE RATE CHANGES
    822               6,128       ---  
INCREASE (DECREASE) IN CASH
    1,551,865       (89,952 )     1,431,854       (166,973 )
CASH, BEGINNING OF PERIOD
    89,725       6,141       209,736       83,162  
CASH, END OF PERIOD
  $ 1,641,590     $ (83,811 )   $ 1,641,590     $ (83,811 )
CASH USED IN OPERATING ACTIVITIES INCLUDES:
                               
Bank charges and interest
  $ 6,584     $ 751     $ 12,309     $ 4,406  
Income taxes paid
  $ ---     $ ---     $ ---     $ ---  
Supplementary information:
   Shares issued for services
  $ ---     $ ---     $ ---     $ ---  
 
 
See accompanying notes to consolidated financial statements.
 
4

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July 31, 2011
(expressed in Canadian dollars)
(Unaudited Prepared by Management)


1.
NATURE OF OPERATIONS AND GOING CONCERN
 
Nature of Operations
 
Titan Trading Analytics Inc. (“Titan” or the “Company”) was incorporated on November 30, 1993.  The Company is a development stage company that focuses on developing financial software for market timing, trading analytics and automated trading execution. The Company has yet to establish profitable business operations and has remained in research and development mode since its incorporation.  Since 2002 the Company has been developing an automated trading platform.  Cumulative balances incurred in developing the automated trading platform since 2002 have been presented in the financial statements.
 
Going Concern
 
The consolidated financial statements of Titan have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
 
Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant operating losses over the past several fiscal years and has an accumulated deficit of $21,811,091 at July 31, 2011 (2010 - $ 18,645,682).
 
Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the next twelve-month period, including reducing operating losses and obtaining additional or new financing in order to advance its business plan. The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2011.  However, management can provide no assurance thereon.
 
If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.
 
 
2.
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
 
The unaudited consolidated Interim financial statements of Titan Trading Analytics Inc. and its wholly owned subsidiaries have been prepared in accordance with generally accepted accounting principles in Canada, which were the same accounting policies and methods of computation as the audited consolidated financial statements as at October 31, 2010, with the exception of the changes discussed herein.
 
The disclosure which follows is incremental to the disclosure included in the annual consolidated financial statements.  These Interim financial statements to July 31, 2011 should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended October 31, 2010.
 

.                                                                     
 
5

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


2.
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
 
 
Future Accounting Pronouncements
 
 
a)
Business Combinations, Consolidated Financial Statements and Non-Controlling Interests

In January 2009, the Canadian Institute of Chartered Accountants issued Sections 1582, “Business Combinations”, 1601, “Consolidated Financial Statements”, and 1602, “Non-controlling Interests”, which replace Sections 1581, “Business Combinations”, and 1600, “Consolidated Financial Statements”.  Section 1582 is applicable for the Company’s business combinations with acquisition dated on or after November 1, 2011. Early adoption of this section is permitted. Section 1601 together with Section 1602 establish standards for the preparation of consolidated financial statements.  Section 1601 is applicable for the Company’s financial
statements for its fiscal year beginning November 1, 2011.  Early adoption of this section is also permitted.  If the Company chooses to early adopt any one of these sections, the other two sections must also be adopted at the same time.

Future Accounting Pronouncements (continued)

b)      International Financial Reporting Standards (“IFRS”)

The Canadian Accounting Standards Board will require all public companies to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The Company will be required to prepare both current and comparative financial information using IFRS.  While the conceptual framework for IFRS and Canadian GAAP are similar, there are significant differences in recognition, measurement and disclosure requirements.  While the Company has begun assessing the adoption of IFRS for the fiscal year ending October 31, 2012, the financial impact of the transition to IFRS cannot be reasonably determined at this time.


3.             TECHNOLOGY RIGHTS
 
During year ending October 31, 2010, the Company purchased all rights to the algorithm and codes for software from a non-arm’s length party in exchange for $600,000.

   
2011
   
2010
 
             
Purchase of technology rights
  $ 600,000     $ 600,000  
Allocation of excess of exchange amount from carrying value acquired from related party to deficit
    (202,000 )     (202,000 )
    $ 398,000     $ 398,000  
Amortization
    (29,850 )     ---  
    $ 368,150     $ 398,000  


 
6

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


4.             CONVERTIBLE DEBENTURES

On August 27, 2010, the Company raised $294,000 in convertible debentures. The debentures will mature on August 26, 2012 from the date of issuance and bear interest of 12% per annum. The maturity date can be reduced to 12 months at the option of the holder. The debentures will be convertible to units at a deemed price of $0.15 per unit on or before the maturity date. Each unit consists of one common share and one share purchase warrant that is exercisable at a price of $0.30 for up to six months from the date of conversion. The debentures have an early conversion right whereby if the average trading price per share is greater than or equal to $0.40 for a period of 20 consecutive trading days, the Company shall have the right to convert the debentures at the conversion price at any time prior to the maturity date. The debentures have been bifurcated into the liability and equity components as follows:

 
2011
2010
 
Face value of convertible debentures
          $ 294,000
 $ 294,000
Portion of convertible debentures allocated to equity
 
             (11,564)
              (11,564)
 
             282,436
 282,436
Interest expense
   4,488
               1,073
   
 
 $ 287,997
   $283,509
 
         
The assumptions used to fair value the equity component of the convertible debentures are as follows:
       
Expected dividend rate
    0 %
Expected volatility
    95.78 %
Risk-free interest rate
    1.26
Expected life of the debenture term
 
2 years
 
       



5.            SHARE CAPITAL

   Authorized:
Unlimited number of common shares without par value
Unlimited number of preferred shares with no par value
Preferred shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and determine the designation, rights, privileges and conditions attached to the shares of each series.

 
7

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
5.           SHARE CAPITAL (continued)
     

    Common Shares    
Warrants
 
   
Shares
   
Amount
   
Warrants
   
Amount
 
                         
Balance, October 31, 2001
    9,812,966     $ 3,715,938       680,000     $ ---  
Issued for cash
    ---       ---       ---       ---  
                                 
Balance, October 31, 2002
    9,812,966       3,715,938       680,000       ---  
Warrants expired
    ---       ---       (680,000 )     ---  
                                 
Balance, October 31, 2003
    9,812,966       3,715,938       ---       ---  
Private placements
    3,211,999       242,456       3,211,999       116,544  
Share issuance costs
    ---       (9,800 )     ---       ---  
                                 
Balance, October 31, 2004
    13,024,965       3,948,594       3,211,999       116,544  
Private placements
    5,455,110       878,014       4,655,014       154,561  
Warrants exercised
    430,000       72,240       (430,000 )     (20,640 )
Shares issued for debt
    3,736,324       472,309       ---       ---  
Shares issuance costs
    ---       (77,652 )     ---       ---  
Warrants expired and forfeited
    ---       ---       (859,999 )     (21,440 )
                                 
Balance, October 31, 2005
    22,646,399       5,293,505       6,577,014       229,025  
Private placements
    6,012,765       1,157,590       3,006,388       345,776  
Warrants exercised
    2,155,333       363,920       (2,155,333 )     (85,947 )
Warrants issued in software transfer
    ---       ---       (2,000,000 )     ---  
Warrants expired and forfeited
    ---       ---       (983,500 )     (58,274 )
Share issuance costs
    ---       (97,337 )     ---       (21,070 )
                                 
Balance, October 31, 2006
    30,814,497     $ 6,717,678       8,444,569     $ 409,510  
Private placement
    3,311,299       957,552       1,655,632       201,413  
Warrants exercised
    3,010,403       884,171       (3,010,403 )     (86,150 )
Stock options exercised
    377,500       78,904       ---       ---  
Warrants expired and forfeited
    ---       ---       (581,667 )     (11,633 )
Shares issued for service
    300,000       249,000       ---       ---  
Share issuance costs
    ---       (92,260 )     ---       (17,364 )
                                 
Balance, October 31, 2007
    37,813,699       8,795,045       6,508,131       495,776  
Private placement
    9,571,234       2,243,139       6,035,617       841,855  
Warrants exercised
    1,494,412       733,783       (1,494,412 )     (129,017 )
Stock options exercised
    335,000       47,905       ---       ---  
Warrants expired and forfeited
    ---       ---       (1,358,087 )     (200,550 )
Warrants modified
    ---       (37,664 )     ---       37,664  
Share issuance costs
    ---       (74,553 )     ---       (29,425 )
                                 
Balance, October 31, 2008
    49,214,345       11,707,655       9,691,249       1,016,303  
Private placement
    7,743,533       1,693,027       3,871,767       352,233  
Stock options exercised
    1,160,000       169,120       ---       ---  
Warrants expired and forfeited
    ---       ---       (1,655,632 )     (239,077 )
Share issuance costs
Shares issued for services
    --- 200,000       (48,848 ) 71,000     --- ---       (13,584 ) ---

 
8

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
 
5.           SHARE CAPITAL (continued)
     
   
Common Shares
   
Warrants
 
   
Shares
   
Amount
   
Warrants
   
Amount
 
 Balance, October 31, 2009
    58,317,878       13,591,954       11,907,384       1,115,875  
Private placement
    24,785,750       2,296,821       24,785,750       632,878  
Warrants extended
    ---               ---       162,817  
Warrants expired and forfeited
    ---       ---       (2,000,000 )     ---  
Share issuance costs
    ---       (30,457 )     ---       (6,829 )
Return to treasury
    (84,600 )     (12,548 )     (42,300 )     (3,524 )
                                 
Balance, October 31, 2010
    83,019,028     $ 15,845,770       34,650,834     $ 1,901,217  
                                 
Private placement
    29,705,250       2,661,756       24,594,625       308,779  
                                 
Warrants expired and forfeited
    ---       ---       (3,569,584 )     ---  
Share issuance costs
    ---       (127,524 )             (16,565 )
                                 
                                 
Balance July 31, 2011
    112,724,278     $ 18,379,991       55,675,875     $ 2,193,432  
 
 
 2011

On December 3, 2010, the Company completed a non-brokered private placement of units, which raised $1,022,125.  The private placement consisted of 10,221,250 units at $0.10.  Each unit consists of one common share and one-half of one warrant.  Each whole share purchase warrant is exercisable into one common share at a price of $0.30 during the two-year period following the date of the closing and will expire December 3, 2012.  The Company paid a total of $88,250 in finder’s fees to arm’s length parties.

On June 10, 2011, the Company completed a nonbrokered private placement of units which raised CDN $1,948,400. The private placement consisted of 19,484,000 Units at CDN $0.10 per Unit. Each Unit consists of one common share (“Common Share”) and one full common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into one Common Share at a price of CDN$0.33 per Common Share during the twentyfour month period following the date of closing and will expire June 10, 2013.
 
The Company paid a total of CDN $38,640 in finder’s fees to arm’s length parties. The Common Shares and Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants are subject to a four (4) month restricted period which expires on October 11 2011.


 
9

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
5.           SHARE CAPITAL (continued)
       

During the nine month period ended July 31, 2011, the Company issued the following stock options to directors, officers and consultants of the Company:
 
 
Date
# Stock Options
Exercise Price
Expiry Date
November 3, 2010,
1,930,000
$0.11
November 3, 2015
November 16, 2009
300,000
$0.13
November 16, 2015
November 24, 2010
3,770,000
$0.14
November 24, 2015
December 3, 2010
500,000
$0.13
December 3, 2015
December 22, 2010
200,000
$0.13
December 22, 2015
March 15, 2011
2,000,000
$0.10
March 15, 2016
March 31, 2011
50,000
$0.10
March 31, 2016
June 1, 2011
1,150,000
$0.10
June 1, 2016
       
Total
9,900,000
$0.12
 

The stock-based compensation relates to compensation for services as follows:



The following table summarizes the activity of stock options as follows:

Year
2011
2010
 
 
 
Number of
Options
 
Weighted-
Average
Exercise Price
 
 
Number of
Options
 
Weighted-
Average
Exercise Price
Outstanding at beginning of year
 
11,390,000
 
$   0.32
 
9,130,593
 
$   0.33
Granted
Exercised
Forfeited
Expired/cancelled
9,900,000
---
(1,138,331)
(4,071,669)
$   0.12
 
$   0.20
$   0.34
4,130,000
---
(1,870,593)
$   0.19
 
$   0.27
Outstanding at end of period
 
16,080,000
 
$   0.18
 
11,390,000
 
$   0.29
Exercisable at end of period
9,670,002
$   0.22
8,620,004
$   0.32

 
10

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
5.          SHARE CAPITAL (continued)

The following table summarizes information on stock options outstanding and exercisable at   July 31, 2011.
 
 
Exercise Price
 
Number
Outstanding
 
Number
Exercisable
Weighted Average
Remaining Contractual
Life (years)
0.30
1,285,000
1,285,000
.5
0.50
   50,000
50,000
1.
0.37
520,000
520,000
1.5
0.50
  60,000
   60,000
1.5
0.335
  150,000
     150,000
1.9
0.30
  900,000
900,000
2.0
0.36
175,000
175,000
2.3
0.31
    50,000
50,000
2.5
0.33
830,000
830,000
2.6
0.25
1,000,000
1,000,000
3.3
0.17
1,010,000
673,335
3.6
0.17
100,000
66,666
3.8
0.10
50,000
33,333
4.3
0.11
1,930,000
1,286,667
4.3
0.13
300,000
200,000
4.3
0.14
3,770,000
1,256,667
4.3
0.13
500,000
---
4.4
0.13
200,000
66,666
4.4
$0.10
2,000,000
666,668
4.8
$0.10
50,000
16,667
4.8
$0.10
1,150,000
383,333
4.8
 
16,080,000
 
9,670,002
 
 

Stock Options (continued)

The Company uses the Black-Scholes option pricing model to value the options and warrants included in the units of the private placements at each grant date under the following weighted-average assumptions:

   
Options
   
Warrants
 
   
2011
   
2010
   
2011
   
2010
 
Weighted-average grant date fair value per share option or warrant
    0.12       0.19       0.03       0.03  
Expected dividend rate
    0 %     0 %     0 %     0 %
Expected volatility
    111 %     116 %     88 %     94 %
Risk-free interest rate
    2.43 %     2.55 %     1.63 %     1.42 %
Expected life of options or warrants in years
 
5 yrs.
   
5 yrs.
   
2 yrs.
   
2 yrs.
 
 
 
11

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
5.             SHARE CAPITAL (continued)


The amounts estimated according to the Black-Scholes option pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders.

Warrants

The following table summarizes information on warrants outstanding at July 31, 2011:
 
Exercise Price
Number
\Outstanding
 
Expiry Date
 
 
$0.40
$0.40
$0.50
$0.30
$0.30
$0.30
$0.30
$0.33
 
1,017,500
2,500,000
2,778,000
4,511,250
19,824,500
450,000
5,110,625
19,484,000
 
July 29, 2012
August 19, 2012
October 15, 2011
May 27, 2012
October 12,2012
October 20,2012
December 3, 2012
June 10, 2013
 
 (*)
 (*)
 
 
 
 
 
 
 
55,675,875
   

(*) During year ended October 31, 2010, the company extended the expiry date of warrants.
 
 
 
6.
RELATED PARTY TRANSACTIONS
 
Included in the consolidated financial statements are the following related party transactions not disclosed elsewhere:

   
2011
   
2010
   
2009
 
Management and consulting fees
  $ 135,000     $ 67,500     $ 67,500  
Research and development
  $ 178,044     $ 183,897     $ 188,385  

Management and consulting fees are paid to directors and officers of the Company and are reflected in general and administrative expenses.

Research and development fees are paid to directors and companies controlled by directors.

Included in accounts payable and accrued liabilities is $7,912
 (2010 - $26,850) payable to directors of the Company and companies controlled by directors.

The related party transactions are in the normal course of operations and are recorded at the exchange amount, which is the amount of consideration established and agreed to by the related parties.


 
12

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


7.             COMMITMENTS
 
The Company has lease agreements for its offices with minimum annual payments until expiration of the leases as follows:
 
 
Year
Total
     
 
2011
2012
$    78,768
65,640
   
 
$  144,408

8.
    ACCRUED LIABILITIES

The Company’s accrued liabilities include the following amounts:

 
2011
2010
Accrued vacation pay
$              ---
$12,699
Accrued payroll withholdings to government agency
 
---
 
8,606
Others
35,448
57,248
 
$     35,448
$78,553


9.
RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

 
The Company prepares its consolidated financial statements in accordance with Canadian GAAP.  There are no material variations between the financial position of the Company and the results of operations and cash flows under Canadian GAAP and United States generally accepted accounting principles (“US GAAP”), except as follows:

Technology Rights

Under US GAAP, transactions with related party are measured at the exchange amount, which is the amount of consideration agreed upon by the transacting parties.  For the acquisition of technology rights, the exchange amount was $600,000.  For Canadian GAAP purposes, transaction with related parties not in the normal course of business where the amount of the exchange is not supported by independent evidence is measured at the carrying value to the related party, which is $398,000.
 
Convertible Debentures

Under US GAAP, convertible debt instruments are classified as debt until converted to equity.  The conversion feature of convertible debentures is recognized separately only if the effective conversion rate is less than the market price of the common stock at the commitment date.  Under Canadian GAAP, the convertible debenture is bifurcated with a portion to debt and a portion to equity.  The result of the convertible debentures recorded as debt have resulted in an decrease of $2,987 to the accretion expense as the entire amount of the convertible debenture is recorded as debt.
 

 
13

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
9.
    RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)

 
Research and Development
 
Under US GAAP, all costs incurred to establish technological feasibility of software are expensed as incurred.  Costs subsequent to establishing technological feasibility are capitalized until the software is available for release to general customers.  Under Canadian GAAP, development costs that meet generally accepted criteria for deferral are capitalized and amortized.  The Company has not met the criteria of establishing technological feasibility under both Canadian and US GAAP and has not capitalized any development costs.
 
 
   Stock-based Compensation
 
Under US GAAP, the measurement date for stock-based compensation to non-employees for goods or services rendered should be the earlier of the date on which the recipient completes performance or the date on which a performance commitment is reached.  For measurement purposes, Canadian GAAP specifies the same two conditions under US GAAP described above and also lists a third condition, namely, the date at which the equity instruments are granted if they are fully vested and non-forfeitable at that date.  In fiscal 2009 stock-based compensation recorded for 200,000 common shares issued to consultants for their services would be lower for US GAAP purposes by $19,000.
 

The impact of these differences is as follows:
 
Consolidated Statements of Operations and Comprehensive Loss
 
             
    Nine months ended
 July 31,
    Years Ended October 31  
   
2011
   
2010
   
2009
 
                   
Net loss and comprehensive loss for the year
   /period– Canadian GAAP
  $ (1,767,561 )   $ (2,977,117 )     (3,258,749 )
Stock compensation expense
    -       -       19,000  
Accretion interest
    4,488       1,073       -  
Net loss and comprehensive loss for the year
   – US GAAP
  $ (1,763,073 )   $ (2,976,044 )   $ (3,509,749 )
                         
Loss per share – Basic and diluted Canadian
   GAAP
  $ (0.02 )   $ (0.05 )   $ (0.07  
Loss per share – Basic and diluted US GAAP
  $ (0.02 )   $ (0.05 )   $ (0.07  
Weighted average number of common shares
   outstanding
    95,682,051       61,292,998       51,951,767  


 
14

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)

 
       
Consolidated Statements of Cash-Flows
 
   
Six months ended
 July 31,
    Years Ended October 31  
   
2011
   
2010
   
2009
 
                   
Net loss for the period – Canadian GAAP
  $ (1,767,561 )   $ (2,977,117 )   $ (2,445,485 )
Adjustment for accretion interest for convertible debentures
    4,488       1,073       -  
Net loss for the year – US GAAP
    (1,763,073 )     (2,967,044 )     (2,445,485 )
Cash used in operating activities – Canadian & US GAAP
    (1,398,899 )     (2,170,528 )     (2,445,485 )
Cash provided by (used in) investing activities – Canadian & US GAAP
    300       (567,480 )     238,984  
Cash provided by financing activities – Canadian & US GAAP
    2,824,325       2,867,051       1,994,069  
Effect of foreign exchange on cash
    6,128       (2,469 )     (39,360 )
(Decrease) increase in cash during the year
    1,431,854       126,574       (251,792 )
Cash, beginning of year
    209,736       83,162       334,954  
Cash, end of period – US GAAP
  $ 1,641,590     $ 209,736     $ 83,162  
 
 
15

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


9.             RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)

   
Consolidated Balance Sheets
 
             
   
July 31, 2011
   
October 31, 2010
 
Total assets Canadian GAAP
  $ 2,426,060     $ 1,165,093  
Technology rights exchange amount
    ---       202,000  
Total assets – US GAAP
  $ 2,426,060     $ 1,367,093  
                 
Total liabilities Canadian GAAP
  $ 420,096     $ 550,165  
Convertible debentures accretion interest
    (4,488 )     (1,073 )
Convertible debentures – equity component
    ---       11,564  
Total liabilities – US GAAP
    415,608       560,656  
                 
Share capital Canadian GAAP
    18,379,991       15,845,770  
Warrants
    2,193,432       1,901,217  
Contributed surplus Canadian GAAP
    3,232,067       2,899,907  
Convertible debentures – equity component Canadian GAAP
    11,564       11,564  
Convertible debentures – equity component
    (11,564 )     (11,564 )
Convertible debentures equity US GAAP
    ----       -  
                 
Deficit Canadian GAAP
    (21,881,091 )     (20,043,530 )
Accretion interest
    4,488       1,073  
Technology rights
    ---       202,000  
Deficit – US GAAP
    (21,806,603 )     (19,840,457 )
Total shareholders' equity – Canadian GAAP
    2,005,963       614,928  
Total shareholders' equity – US GAAP
    1,998,887       806,437  
                 
Total liabilities and shareholders' equity – Canadian GAAP
    2,426,060       1,165,093  
Total liabilities and shareholders' equity – US GAAP
  $ 2,414,495     $ 1,367,093  
                 
 
 
16

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


9.
RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)

 
Impact of Recently Adopted Accounting Standards

In October 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. ASU 2009-15 amends the accounting and reporting guidance for debt (and certain preferred stock) with specific conversion features or other options. ASU 2009-15 was effective January 1, 2010.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controller through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 was effective January 1, 2010.

New Accounting Standards

In October 2009, the FASB issued ASU2009-13, “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific evidence is not available, or estimated selling price if neither vendor-specific nor third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted.

In October 2009, the FASB issued ASU 2009-14, Software (Topic 985) - Certain Revenue Arrangements That Include Software Elements. ASU 2009-14 changes the accounting model for revenue arrangements that involve a combination of tangible products and software. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue recognition guidance in ASC 985. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 with early adoption permitted.
 
 
17

 
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)


9.             RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)

New Accounting Standards (continued)


In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted.


10.
SUBSEQUENT EVENTS


 
18

 

EX-99.2 3 ex99_2.htm MD&A - Q3 ENDING JULY 31, 2011 ex99_2.htm

Exhibit 99.2
 
 






TITAN TRADING ANALYTICS INC.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
FORM 51-102F1
 
FOR THE PERIOD ENDED JULY 31, 2011



SEPTEMBER 26, 2011









 
1

 

MANAGEMENT’S DISCUSSION & ANALYSIS
 
The following discussion and analysis of financial results and related data is reported in Canadian dollars and has been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and the standards of the Public Company Accounting Oversight Board  (United States), and should be read in conjunction with the consolidated financial statements as of July 31, 2011.

Information which is contained herein contains estimates and assumptions which management is required to make concerning future events, and may constitute forward-looking statements under applicable securities laws. Forward-looking statements include plans, expectations, estimates, forecasts and other comments that are not statements of fact. Although such expectations are viewed as reasonable by the Company, no assurance can be given that such expectations will be realized. Such forward-looking statements are subject to risks and uncertainties and may be based on assumption that may cause actual results to differ materially from those implied herein, and therefore are expressly qualified in their entirety by this cautionary statement.The following information, prepared as at September 26, 2011 should be read in conjunction with the July 31, 2011 financial statements of the Company.
 
DESCRIPTION OF BUSINESS
 
Our company name became “Titan Trading Analytics Inc.” when we filed an amendment to our Articles of Incorporation on November 14, 1994.  Our registered and records office is located at Unit 120, 4445 Calgary Trail, Edmonton Alberta, T6H 5R7.The telephone number of that office is 780-438-1239.

The Company is a reporting issuer in Canada and trades in Canada on the TSX Venture Exchange under the symbol “TTA”. The Company is subject to the reporting requirements of the Exchange Act, and is quoted on the Over-the-Counter Bulletin Board under the symbol “TITAF”.

The Company is a financial software developer that has developed proprietary market timing, trading analytics and automated trading execution software called Titan TickAnalyst (“TickAnalyst”). TickAnalyst, when assembled with other third party components, forms a complete automated trading system capable of transforming real-time market data into executed trading orders. TickAnalyst is now beginning to establish a real-world track record to demonstrate its potential as a revenue source.

The Company continues to expend all of its efforts developing the TickAnalyst software and the operational infrastructure required for full-time commercial use. The Company has yet to establish profitable business operations and has remained in research and development mode since its incorporation.

The Company has focused its attention on development of complex event processing software trading technology over the last several years. The target market for the business is institutional, high net worth individual investors and trading firms seeking a better than average return on investment and trading returns in their portfolios. The immediate market is primarily in Canada and the United States.  The Company plans to enter into non-exclusive agreements with institutions, trading firms and/or high net-worth individuals to utilize the software for trading and share the profits with those parties, or at a later stage, to license the software as a service directly to such parties under terms. Additionally, we expect to conduct trading operations for our own behalf and/or in joint ventures. Competitors include many other firms that offer trading systems. Titan believes that few of these competitors incorporate a multi-time frame analysis the way Titan does and none would deliver signals generated by the same algorithm.

 
2

 

Titan Internal Trading Tools

Titan currently trades in a proprietary trading account using the TopView suite of products.TopView is a fully integrated, scalable algorithmic trading system that incorporates a variety of trading models, including trend-following, countertrend and mean reversion models shown to be effective analytical tools in normal, non-trending and highly volatile markets. Built on Titan’s comprehensive market analysis technologies, TopViewhas the capability to analyze data feeds available from a number of the world’s stock exchanges. With ultra high-speed analysis capabilities, TopViewis designed to analyze hundreds of thousands of ticks per second per server and from that analysis generate carefully selected trading signals with a favorable probability of success for each trade.

TopViewSuite is a group of software applications, used for internal trading purposes only:

 
1.
Trade Recommendation Engine (TRE), also known internally as the blackbox, used to generate trading signals.
 
2.
TOMS, Titan’s order management software, used to execute and manage trades.
 
3.
TopView and TopViewClient, used to distribute the real-time and historical trading signals.
 
4.
Several back end data management tools, with internal names to manage data.

These parts, when assembled with other third party components, form a complete automated trading system capable of transforming real-time market data into executed trading orders.The trading system controls the trading decisions while monitoring the data arriving from the real-time data feed and looks for the pre-defined patterns of movement in price, volume, and time.  When a particular pattern is found, a trading signal is generated.

The automatic order execution software is responsible for processing the trading signals and turning them into online trading orders.  The orders are sent over the internet to the RediPlus trade execution engines. Several other trade execution engines (RealTick, FIX, ODL, ChoiceFX) are supported but are not used at Titan at present.  The software can operate in simulation mode, where no orders are actually placed; in semi-automatic mode, where orders require a manual confirmation step, or in fully automatic mode, orders are executed with little operator intervention.

Titan has access to a $5 million proprietary trading account through a partnership with Compo Investments through a combination of manual, “GreyBox” discretionary trading and automated “BlackBox” computer based trading.

GreyBox Trading

GreyBox trading refers to a style of trading where electronic trading signals are delivered to the trader, and the trader applies judgment before manually allowing the signals to be executed as trades. Thus, GreyBox mode allows the power of automation to be controlled by human discretion. It is a useful mode for operation while the software is being refined to make it perform with the expertise of a human trader.
 

The concept behind Titan’s GreyBox trading mode has four elements:

 
1.
present the trader with high quality technical based trading opportunities;
 
2.
allow the GreyBox trader to have complete control over which trades are executed;

 
3

 

 
3.
automate the order entry and exit process; and
 
4.
manage risk on dozens of open positions with automation.

In each case, the benefit to the trader of our GreyBox mode trading software is to allow that trader to execute a greater number of trades with a greater probability of achieving a profit than without the software.  The combination of all four features can dramatically increase the number of trades that even an experienced trader can execute.

BlackBox Trading

BlackBox trading refers to a style of trading where electronic trading signals are delivered to the trader, and the signals are immediately and automatically executed as trades. Thus, BlackBox mode allows the power of automation to be applied with no human discretion. Titan’s goal is to conduct all of its trading operations in BlackBox mode. Achieving BlackBox mode requires a great deal of refinement in the trading systems’ rules and settings so the software can perform with the judgment of a human trader.

The concept behind Titan’s BlackBox trading mode has three elements

 
1.
generate high quality technical based trading opportunities;
 
2.
automate the order entry and exit process; and
 
3.
manage risk on dozens of open positions with automation.

In each case, the benefit of BlackBox mode trading software mode is to allow the system to execute a large number of trades with no decision-making required on the part of the operator.

Titan External Trading Tools for other institutional and retail traders

In September, 2010, Titan migrated the “best of breed” of its TopView products to a hosted web based delivery mechanism known at TickAnalyst.

TickAnalyst incorporates over a dozen trading models that have been shown to be effective analytical tools in all market conditions, including countertrend and mean reversion models for volatile sideways markets and trending models for directional trending markets.

The software is a product of years of research and development and incorporates Titan’s suite of proprietarymathematical pattern recognition algorithms that factor in dozens of human emotional elements, ranging from euphoria to panic. The software has been trained to recognize complex patterns through tens of thousands of iterations in Titan’s Trade Recommendation Engine™ (TRE). This pattern recognition ability allows the software to generate buy and sell signals on stocks, ETFs, futures and currencies. Those signals are then delivered quickly and easily to any traders desktop via a browserbased application that is complementary to any institutional trading system.Titan manages and hosts the technology infrastructure at a neutral colocation data center. The platform combines tightly integrated proprietary components, including a Complex Event Processing Engine (CEP), High Frequency Tick Database, BlackBox, Direct Market Access System (DMA), and FIX Engine. Trade signals received in Titan’s TickAnalyst application can be electronically traded by any FIXbased EMS or OMS. The trade signals can also be integrated into most third party charting packages.


 
4

 

Recent Milestones



June 28, 2011, the Company announced a reseller agreement with PWM Capital, an independent Canadian full service investment dealer.
A member of the Investment Industry Regulatory Organization of Canada (IIROC), and the Canadian Investor Protection Fund (CIPF), PWM Capital is a leader in wealth management, trading strategy and execution and a financial intermediary in the Quebec Immigrant Investor Program. PWM has relationships with world class financial service providers. This ensures clients receive the best independent advice and leading edge products and services available in the market.
“We are extremely excited to be able to offer Titan’s products to our institutional clients,” said Troy Russell, VP Trading at PWM. “We strive to provide our clients with cutting edge, world-class trading products and services. This strategic partnership with Titan will continue to enable us to meet that goal.”
“We are pleased to have PWM selling Titan’s TickAnalyst and Behavioral Research Dashboards out to hedge funds across Canada,” commented John Coulter, CEO of Titan. “Titan is dedicated to providing expensive and hard to obtain data, research and trading strategies to firms who want the same alpha generation ideas typically only available to multi-billion dollar hedge funds. Independence and neutrality are vital to our operations and PWM shares those same values in servicing their customers.”
TickAnalyst provides automated trade recommendations made available via 14 trading models that have been shown to be effective analytical tools in all market conditions, including counter-trend and mean reversion models for volatile sideways markets and trending models for directional trending markets. The software is a product of years of research and development and incorporates Titan's suite of proprietary mathematical pattern recognition algorithms that factor in dozens of human emotional elements, ranging from euphoria to panic. Titan’s Behavioral Research Dashboards aggregate social and behavioral data with quantitative price data into a compelling and understandable digital user interface. Titan’s research content is a convergence of important and critical technical, social and behavioral data related to a sector, theme, or stock. By creating a smarter narrative with both a qualitative and a quantitative element, a Web 2.0 approach to independent research is achieved.

June 10, 2011—The Company announced that Cornwall Investments LLC is taking a 13% ownership stake in the company, subject to TSX approval. Cornwall makes investments in both public and private entities that are primarily involved in the hedge fund support and commodities industries although it is not limited to such.
The investment in Titan was initiated by Cornwall’s Managing Director Robert Aaron, who is also CEO of Gilwern Associates, a hedge fund consulting firm. He serves as Vice Chairman of HedgeServ, a hedge fund administrator and Investor Analytics, a firm that offers a risk solution to the alternatives industry. Previously Mr. Aaron was Chief Executive Officer of DPM Mellon LLC, a diversified hedge fund administrator he founded in 1994.
Mr. Aaron was previously Chairman of the Board of the Managed Funds Association (MFA), the trade group for the United States hedge fund industry. He also served as Conference Chairman and was a Director and Treasurer of the MFA. Mr. Aaron is a member of the Founder's Council of the Greenwich Roundtable, a non-profit research and education group dedicated to investors in alternative investments. He serves on the group’s Education and External Affairs Committees. Mr. Aaron has over 30 years of experience in trading operations and risk management, asset allocation and investment accounting, and is a recognized expert in the hedge fund industry. He has published several articles on hedge funds, on both operational and risk transparency issues.

 
5

 

“We are extremely pleased to announce Cornwall as our first institutional investor”, commented John Coulter, President and CEO of Titan. “This investment is a strong validation of Titan’s mission to democratize quantitative research for hedge funds globally. Bob Aaron has an incredible reputation amongst the hundreds of firms he’s serviced during his prestigious career. We will also gain valuable insight from Gilwern as we rapidly expand Titan’s presence in the alternative investment space.”
 
 June 2, 2011, the company entered into a new alliance with the Georgia Institute of Technology eorgia Tech) Master of Science Degree program in Quantitative and Computational Finance (QCF). The alliance gives Georgia Tech QCF students access to Titan’s trade signal database which is derived from price and volatility data, machine readable news and social media sentiment , which Titan uses to provide market professionals with high probability behavioral trade recommendations.
"Georgia Tech offers great opportunities for students in the MS QCF program to collaborate with global financial services firms," says Dr. Shijie Deng, Director of the QFC program. "By forging close relationships with innovative companies in the Atlanta area like Titan, QFC students will continue to have a significant advantage as they enter the job market with unique and practical experience."
Titan’s core product (TickAnalyst) provides a tradable research solution combining multi-layered trading technology with proprietary automated models and risk management tools for institutions. Its highly sophisticated architecture is designed to perform thousands of decisions per second, isolating specific “rare market events” that result in a high probability of profitable success when the optimum conditions align.
“We have accumulated a unique database of quantitative and qualitative data from structured and unstructured sources” stated John Coulter, President and CEO of Titan. The number of social media sites and amount of stock related commentary available in digital format is growing exponentially. We are pleased to share our tick data & behavioral trading signal database with students of the QCF program and allow them to mine our database for all manner of quantitative modeling & research purposes.”
Titan’s data center is managed by Colocube via the “Platform Equinix” private cloud in downtown Atlanta. The power of the cloud enables Titan to monitor real-time data and simultaneously sift though terabytes of historical data to generate behavioral trade recommendations. Colocube employs best practices in security and monitoring to ensure the highest level of protection for Titan and its customers.

 April 26, 2011, the Company announced that it has entered into a revenue-sharing agreement with Penson Financial Services, Inc. (PFSI), the US securities clearing unit of Penson Worldwide, Inc. (NASDAQ: PNSN) to offer Titan’s trade recommendations to PFSI’s retail and institutional correspondent brokerage firms.
TickAnalyst’s proprietary algorithms analyze historical equities tick data, combined with social media sentiment, to generate buy/sell recommendations. Recommendations can be streamed via PFSI’s API or Titan’s browser application. Orders can be electronically executed through PFSI’s FIX Gateway.
“This is the first time retail brokers will be able to provide customers with quantitative trading signals that incorporate social media sentiment,” said Sean Malloy, Senior Vice President & Director of Global Sales & Marketing, Penson Worldwide. “It also is the first time independent institutional brokers will be able to provide clients with a signal service at a far more economical price than buying it from bulge bracket brokers or purchasing one directly. We believe it will be particularly appealing to our active retail and high volume institutional brokers.”

April 11, 2011 – the Company announced that it has entered into a revenue-sharing agreement with Penson Financial Services, Inc. (PFSI), the US securities clearing unit of Penson Worldwide, Inc. (NASDAQ: PNSN) to offer Titan’s trade recommendations to PFSI’s retail and institutional correspondent brokerage firms.
 

 
6

 

TickAnalyst’s proprietary algorithms analyze historical equities tick data, combined with social media sentiment, to generate buy/sell recommendations.  Recommendations can be streamed via PFSI’s API or Titan’s browser application.  Orders can be electronically executed through PFSI’s FIX Gateway.
 
“This is the first time retail brokers will be able to provide customers with quantitative trading signals that incorporate social media sentiment,” said Sean Malloy, Senior Vice President & Director of Global Sales & Marketing, Penson Worldwide.  “It also is the first time independent institutional brokers will be able to provide clients with a signal service at a far more economical price than buying it from bulge bracket brokers or purchasing one directly.  We believe it will be particularly appealing to our active retail and high volume institutional brokers.”
 
“Titan is democratizing quantitative research for any type of trader or investor”, stated John Coulter, Titan’s CEO.  “We are breaking down a huge barrier to entry by hosting hard to obtain research and technology which to date, only elite brokers and hedge funds have leveraged to their advantage.  As the amount of data continues to grow into the billions of data points a day, alpha generation becomes more and more challenging for the average trader.  Titan does all the heavy lifting and streams out research content which is tradable in any existing EMS or OMS.  It’s also useful as a confirmation tool for traders with their own strategies.”
 
February, 2011 – The Company migrated all essential operating equipment to a Private Cloud facility in Atlanta, GA, enabling the Company to quadruple its processing power for research, development and production services.

February, 2011  - UNX Catalyst® Boosts Marketplace Offering with New Behavioral Trading Technology From Titan Trading Analytics Sophisticated pattern-recognition algorithms generate buy and sell signals to give traders an edge when human emotion drives markets
Traders know that such emotions as greed, fear and irrational exuberance can often influence trading prices and market direction.  Now they can act ahead of the herd, thanks to an integrated offering from innovative trading technology provider UNX LLC (www.unx.com) and software developer Titan Trading Analytics (TSX Venture: TTA, OTC Bulletin Board :TITAF).
The firms have developed a plug-in that streams behavioral research and trade strategies from Titan's TickAnalyst™ system into the Catalyst platform.  Based on the science of behavioral finance, TickAnalyst's proprietary pattern recognition algorithms factor in emotions ranging fromeuphoria to confidence to panic.  The models were developed and extensively back-tested using ten years of historical equities tick data, machine-readable news and social media sentiment.
The TickAnalyst system simultaneously runs all models through its complex event processing (CEP) engines to "sense" certain market behavior and generate trade signals before herd mentality takes over.  Traders often receive higher-probability trade ideas hours—or even days—ahead of market correction.
The Catalyst integration also allows traders to immediately act on buy and sell recommendations by placing orders from the independent, broker-neutral Catalyst EMS (Execution Management System).  
Titan was able to initiate development of the plug-in application using UNX's advanced Software Development Kit (SDK), according to Titan President and CEO John Coulter.
"Catalyst's open-technology framework and SDK made it extremely easy for us to integrate with TickAnalyst," Coulter affirms.  "We're excited to join the Catalyst Marketplace, and look forward

 
7

 

to helping UNX clients increase their trading productivity with our actionable behavioral research content."
UNX Global Head of Product Management Ruth Colagiuri states that the inclusion of such unique, third-party services into Catalyst underscores the value proposition of the platform for traders, as well as a delivery vehicle for firms who want to extend services to a broader client base.
"The Catalyst business model has always been about more than just providing an EMS and order-routing network," Colagiuri explains.  "We are actually building a global community of trading participants and third-party vendors who are developing their own Catalyst plug-ins to create customized trading solutions.  The Catalyst SDK is both intuitive and comprehensive and we are seeing increasing adoption of this model."
UNX recently announced the integration of data and research services into Catalyst from International Class Actions Management (ICAM) to help traders limit exposure to risk.  The plug-in access to ICAM's global database of securities class actions, bankruptcies and government disgorgements was also developed using UNX's SDK.
Available to clients, broker-dealers, exchanges and third-party application vendors to develop applications or add-ins for use in Catalyst, the UNX SDK includes multiple open APIs that provide access to thousands of callable functions and support a broad range of programming languages.  Users can quickly add functionality, update their offerings and integrate applications without having to involve the UNX development staff and incur additional development costs.

About UNX LLC

Founded in 1999, UNX is an independent trading technology firm and agency broker that provides advanced electronic trading technology for the institutional trading community through its open-architecture platform Catalyst®.   A broker-neutral offering, Catalyst streamlines multi-broker trading workflow and serves as an efficient delivery mechanism for broker-dealers and third-party vendors to distribute and update their offerings to clients.  UNX has offices in New York and Los Angeles.
 
February, 2011 – the Company announced that it has incorporated 12 years of historical and intraday textual sentiment data from behavioral finance pioneers MarketPsych LLC of Santa Monica, California.
 
The MarketPsych Data Feed provides intraday updates gathered from earnings call transcripts, chats forums, and social media sites. MarketPsych’s innovative software engine aggregates sentiment, topic and tone from millions of online conversations and normalizes the data for quantitative research applications.  The feed currently includes ticker-specific data on over 6,000 U.S. equities symbols updated on an hourly basis, and the historical database includes over 12 years of textual sentiment data.
 
"Our models are designed to find “hidden footprints” around a stock price,” stated John Coulter, President & CEO of Titan.  “Recent studies indicate that Twitter buzz can predict the movement of a stock prior to any official news being released by a company.  MarketPsych is able to collect and score emotional sentiment based on a series of sophisticated behavioral algorithms.  When we back-tested the data stream with our own proprietary research tools, we found a noticeable correlation in the probability of an event occurring.  The addition of MarketPsych Data will enable our system to quickly pick-up unforeseen events and improve the quality of our trade recommendations.”
 

 
8

 

 "As an add-on to traditional trading models, behavioral data is the next frontier for traders seeking new rich sources of alpha. Until recently there was no authoritative time series of ticker-specific sentiment information from social media.  MarketPsych Data is that source," stated MarketPsych Managing Director Richard Peterson.
 
About MarketPsych

MarketPsych LLC is a leader in behavioral finance research and consulting, integrating the competitive advantages derived from behavioral economics into products and trainings for the worlds' largest investment banks and brokerages.  Over the past seven years the MarketPsych team developed proprietary text analysis software that identifies and quantifies economically predictive sentiments such as optimism and pessimism, tones such as uncertainty and urgency, and topics such as management changes and debt defaults from social media, blogs, financial news, and executive interviews.  After quantifying this information the data feed distributes the raw data and graphical tools to analysts, fund managers, and news services who want to understand the deep forces that move markets.  For more information on MarketPsych LLC please visit www.marketpsychadvisor.com.

January, 2011 – The Company, a hosted provider of behavioral research and trading strategies announced today that it has incorporated 10 years of tick data for all components of the S&P/ Toronto Stock Exchange Composite Index into its Trade Recommendation Engine™.
"This is an important step for Titan to appeal to global institutional investors,” added John Coulter, President & CEO of Titan. “The TSX is the third largest exchange in North America and 8th largest globally, comprised of some of the world’s most actively traded banking and energy stocks. Titan’s research analysts have spent tens of thousands of hours devising and optimizing our unique set of trading strategies which factor in a wide range of trader emotions and help users steer clear of human pitfalls. We plan on initiating coverage for stocks which trade on major European and Asian indices later in the year.”
Titan’s research combines ten years of historical equities tick data, machine readable news sentiment and proprietary behavioral sentiment which are run through a dozen unique trading strategies. Trade recommendations are streamed into Titan’s browser-based TickAnalyst™ application or through an API for third party systems. Titan also provides trade recommendations on all constituents of the S&P 500 and Russell 2000 Indices.

October, 2010 - The Company announced the availability of its TickAnalyst™ Automated Behavioral Trading softwareas-aservice offering. “By incorporating behavioral elements into our proprietary models, Titan is addressing arguably the hottest area of the financial industry, which is still recognized as being technologically behind the substantial academia that already supports it,” stated Titan CEO John Coulter. “Inherent in human psychology are feelings of overexuberance, extreme pessimism and indifference, and these emotions directly influence the perception of risk. By applying a systematicapproach, Titan is attempting to model the human mind’s attitude towards trading by overcoming these deficiencies and enabling orders to be executed in the face of adversity, particularly when known events with a high probability of success converge.”

 
9

 

Company Personnel
 
Sept, 2011 - The Company brought on a VP of Client Services, Andrew Saideman, to manage ramp of software support as the user base is expected to rapidly grow.  Mr. Saideman is a licensed broker and portfolio manager with over 25 years of trading experience globally.

June, 2011 - The Company hired a full time sales director, Gary Conley, who had previously been a sales trader for the past 15 years.

January, 2011 - The entire engineering team in Edmonton, Alberta, was replaced by a team of 3 consultants in Mumbai, India with institutional trading system experience. As of March 2011, that team is now consists of 5 individuals.

The Company hired John J. Coulter, a management consultant with 20 years of experience in the financial trading software industry to provide management with direction and advice on product development and marketing.  Mr. Coulter accepted the role of President & CEO in September 2010.

Marketing and Sales

In conjunction with Mr. Coulter’s hiring, the Company has developed a comprehensive business and marketing plan covering operations to the end of the year and beyond. Under that plan, the Company is currently preparing for a formal product launch in early 2011.

Intellectual Property Transfer Agreements

During year ended October 31, 2010, all pre-existing Software Transfer Agreements between the Company and Messrs. Philip Carrozza and Michael Gossland expired and were dissolved.

In September, the Company entered into negotiations with Mr. Philip Carrozza and Mr. Michael Gossland as well as two other long-term consultants to the Company to transfer any and all ownership of Intellectual Property, over which they might have claim, to the Company in exchange for a long term service contract and other consideration. The Company has made arrangements for legal assistance in the handling of these documents and it is expected to be concluded by the end of February 2011.

With the conclusion of these agreements, the Company wholly owns the TickAnalyst technology in its entirety.

OVERALL PERFORMANCE
 
Titan has limited operating revenue to date, and continues to fund the Company solely through private placements.
 
Equity Placements:
 
 
a)
December 3, 2010 the Company completed a non-brokered private placement of Units which raised $1,022,125.  The private placement consisted of 10,221,250 units at $0.10 for total proceeds of $1,022,125.  Each Unit consists of one Common Share and one-half of one Common Share purchase Warrant.  Each whole share purchase Warrant is exercisable onto one Common Share at a price of $0.30 per Common Share during the 2 year period following the date of the closing and will expire December 3, 2012.  The Company paid a total of $88,250 in finder’s fees to arm’s length parties. The units and the common Shares issuable upon exercise of the warrants are subject to a four month restricted period which expires on April 4, 2011.
 
10

 

 
b)
June 10, 2011 the Company completed a nonbrokered private placement of units which raised CDN $1,948,400. The private placement consisted of 19,484,000 Units at CDN $0.10 per Unit. Each Unit consists of one common share (“Common Share”) and one full common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into one Common Share at a price of CDN$0.33 per Common Share during the twentyfour month period following the date of closing and will expire June 10, 2013. The Company paid a total of CDN $38,640 in finder’s fees to arm’s length parties. The Common Shares and Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants are subject to a four (4) month restricted period which expires on October 11 2011.

Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the current year, reduce operating losses and obtain additional or new financing in order to advance its business plan. Alternatives being considered by management include, among others, obtaining financing from new lenders and the issuance of additional equity.  The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2011, however, management can provide no assurance with regard thereto.
 
The Company’s financial instruments consist of cash, short term investment, restricted cash, accounts payable, loans and advances and convertible debentures. The fair values of cash, short term investment, restricted cash and accounts payable approximate their carrying values, due to their short-term nature. The fair value of the loans and advances cannot be reliably determined as there is no market for loans that do not bear interest and have no terms of repayments.  The Company is exposed to currency risk as a result of its operations in the United States.It is expected that substantially all of the Company’s software and subscription sales customers will be in the United States; however, the Company’s property is currently located in Canada and the United States.  To date the Company has not generated revenues, and has relied on funding through private placements.
 
Warrants & Options:
As at period ended July 31, 2011, a total of 9,900,000 options were granted, 1,138,331 options forfeited and 4,071,669 options cancelled. No options were exercised. As well, 3,569,584 warrants expired.
 
Warrants Extended:

July, 2010 – The Company extended the expiry date of certain of its outstanding common share purchase warrants. In 2008, the Company issued 1,017,500 warrants with an exercise price of $0.40 per common share and expiring on July 29, 2010. The Company extended the expiry date of such warrants until July 29, 2012.

August, 2010 – The Company extended the expiry date of certain of its outstanding common share purchase warrants. In 2008, the Company issued 2,500,000 warrants with an exercise price of $0.40 per common share and expiring on August 19, 2010. The Company extended the expiry date of such warrants until August 19, 2012.

 
11

 
 
RESULTS OF OPERATIONS

The net loss of $1,767,561 (2010 - $1,964,717) Q-3 ended July 31, 2011 consisted of: research and development fees $440,933 (2010- $576,785), general and administration (including stock option expense) $1,127,323. (2010 - $1,196,855), amortization expense $136,277 (2010 - $115,702) and bank charges and interest (including Convertible Debenture interest) $21,899
(2010 - $751). The third quarter also reflects a prior years GST assessment refund of 167,671 which was netted against expenses for the period.

SUMMARY OF QUARTERLY RESULTS

   
For the three month period ended
 
   
July 31, 2011
   
Apr. 30, 2011
   
Jan. 31, 2011
   
Oct 31, 2010
 
Net sales/total revenues
  $ ---     $ ---     $ ---       ---  
Net loss
  $ 363,337     $ 680,005     $ 724,219       1,028,725  
Net loss per share (fully diluted)
    .003       .007       .0081       .01  

   
For the three month period ended
 
   
July 31, 2011
   
April 30, 2010
   
Jan. 31, 2010
   
Oct. 31, 2009
 
Net sales/total revenues
 
Nil
   
Nil
   
Nil
   
Nil
 
Net loss
  $ 728,244     $ 634,692     $ 585,456     $ 1,263,409  
Net loss per share
(fully diluted)
    .01       .02       .01       .03  

The statements of the Company have been prepared in accordance with Canadian GAAP, which do not differ materially with those established in the United States except as disclosed in the notes to the financial statements.
 
LIQUIDITY
 
As at July 31, 2011, The Company was holding cash of $1.641.590, short-term investment of $60,000, and had a working capital 1,336,307. Since its inception, the Company has, and continues to rely upon the proceeds of private placement financings to support its development and marketing of the trading software.The future ability of the Company to realize full commercialization and sales of the technology, form successful partnerships, and compensate the executive team as they administer the trading programs, will depend on its ability to obtain additional funding through private placement financings.
 
The Company’s executive team looks forward to establishing revenue streams and products based on the newly developed software.

Currently the Company is in negotiations with several groups regarding additional funding sources to meet its general and administrative expenses as well as any additional research and development that may be required. The Company is currently dealing with qualified/sophisticated
investors in order to secure, either through private placements or loans, the capital required. As this is an ongoing exercise, the Company will provide additional details once they are made available.

The ability for the Company to secure additional financing required to become cash flow positive is a risk. The ability for Titan to provide technical support for its grey box software is a risk.

 
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RELATED PARTY TRANSACTIONS

 
Included in the consolidated financial statements are the following transactions with officers, directors and related individuals not disclosed elsewhere:
 
Period ended April 30, 2011
 
2011
   
2010
   
2009
 
Management and consulting fees
  $ 135,000     $ 67,500     $ 67,500  
Research and development
  $ 178,044     $ 183,897     $ 188,385  
 
Management and consulting fees are paid to a director of the Company and a company controlled by an officer for providing management services.

Research and development fees are paid to directors and companies controlled by directors for their services in providing software development and software testing.

Included in accounts payable and accrued liabilities is $9,226 (2010 - $26,850) payable to directors of the Company or companies controlled by directors or officers.
 
The related party transactions are in the normal course of operations and are recorded at the exchange amount which is the amount of consideration established and agreed to by the related parties.

DISCLOSURE OF OUTSTANDING SHARE DATA
 
Authorized and Issued Share Capital as of June 30, 2011
Class
Par Value
Authorized
Issued
Common Shares
Nil
Unlimited
112,734,278
Preferred Shares
Nil
Unlimited
Nil

Description of Options, Warrants and Convertible securities outstanding, as of  September 26 , 2011
 
Security Type
Number
Exercise Price
Expiry Date
Recorded Value
 
Stock Options
1,285,000
$0.30
Jan. 8, 2012
N/A
Stock Options
50,000
$0.50
Aug. 15, 2012
N/A
Stock Options
520,000
$0.37
Jan. 28, 2013
N/A
Stock Options
   60,000
$0.50
Feb. 4, 2013
N/A
Stock Options
   150,000
$0.335
July 8, 2013
N/A
Stock Options
   900,000
$0.30
August 12, 2013
N/A
Stock Options 175,000   $0.36  November 7, 2013  N/A
 
 
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Security Type
Number
Exercise Price
Expiry Date
Recorded Value
 
Stock Options
   50,000
$0.305
January 26, 2014
N/A
Stock Options
830,000
$0.33
March 6, 2014
N/A
Stock Options
1,000,000
$0.25
November 13, 2014
N/A
Stock Options
1,010,000
$0.17
March 3, 2015
N/A
Stock Options
100,000
$0.17
May 28, 2015
N/A
Stock Options
50,000
$0.10
October 15, 2015
N/A
Stock Options
1,930,000
$0.11
November 3, 2015
N/A
Stock Options
300,000
$0.13
November 16, 2015
N/A
Stock Options
3,770,000
$0.14
November 24, 2015
N/A
Stock Options
500,000
$0.13
December 3, 2015
N/A
Stock Options
200,000
$0.13
December 22, 2015
N/A
Stock Options
2,000,000
$0.10
March 15, 2016
N/A
Stock Options
50,000
$0.10
March 31, 2016
N/A
Stock Options
1,150,000
$0.10
June 1, 2016
N/A
Stock Options
140,000
$0.15
September 20, 2016
N/A
         
Purchase Warrants
  1,017,500
$0.40
July 29, 2012
N/A
Purchase Warrants
 2,500,000
$0.40
August 19, 2012
N/A
Purchase Warrants
2,778,000
$0.50
Oct. 15, 2011
N/A
Purchase Warrants
4,511,250
$0.30
May 27, 2012
N/A
Purchase Warrants
19,824,500
$0.30
October 12, 2012
N/A
Purchase Warrants
450,000
$0.30
October 20, 2012
N/A
Purchase Warrants
5,110,625
$0.30
December 3, 2012
N/A
Purchase Warrants
19,484,000
$0.33
June 10, 2013
N/A
 
SUBSEQUENT EVENTS

The annual and special shareholders meeting is scheduled for Friday, September 23, in Edmonton Alberta, Canada.

CHANGE IN ACCOUNTING POLICY
 
New Accounting Standards

In October 2009, the FASB issued ASU2009-13, “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific evidence is not available, or estimated selling price if neither vendor-specific nor third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted.

In October 2009, the FASB issued ASU 2009-14, Software (Topic 985) - Certain Revenue Arrangements That Include Software Elements. ASU 2009-14 changes the accounting model for revenue arrangements that involve a combination of tangible products and software. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue recognition guidance in ASC 985. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 with early adoption permitted.

 
14

 
 
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements.
 
ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted.

Future Accounting Pronouncement

a)  
 Business Combinations, Consolidated Financial Statements and Non-Controlling Interests
 
In January 2009, the Canadian Institute of Chartered Accountants issued Sections 1582, “Business Combinations”< 1601, “Consolidated Financial Statements” and 1602 “Non-controlling Interests”, which replaces Sections 1581, “Business Combinations”< and 1600, “Consolidated Financial Statements”.  Section 1582 is applicable for the Company’s business combinations with acquisition dated on or after November 1, 2011.  Early adoption of this section is permitted.  Section 1601 together with Section 1602 establish standards for the preparation of consolidated financial statements for its fiscal year beginning November 1, 2011.  Early adoption of this section is also permitted.  If the Company chooses to early adopt any one of these sections, the other two sections must also be adopted at the same time.

b)  
International Financial Reporting Standards (“IFRS”)
 
The Canadian Accounting Standards Board will require all public companies to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The Company will be required to prepare both current and comparative financial information using IFRS.  While the conceptual framework for IFRS and Canadian generally accepted accounting principles are similar, there are significant differences in recognition, measurement and disclosure requirements.  While the Company has begun assessing the adoption of IFRS for the fiscal year ending October 31, 2012, the financial impact of the transition to IFRS cannot be reasonable determined at this time.
 
ADDITIONAL INFORMATION
 
Additional information relating to the Company can also be found on SEDAR at www.sedar.com.



 
15

 

EX-99.3 4 ex99_3.htm CEO CERTIFICATE - Q3 ENDING JULY 31, 2011 ex99_3.htm
 

Exhibit 99.3
 
 

 Form 52-109FV2

CERTIFICATION OF INTERIM FILINGS - VENTURE ISSUER BASIC CERTIFICATE

I, John Coulter, President and Chief Executive Officer of Titan Trading Analytics Inc., certify the following:

1.  
Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Titan Trading Analytics Inc. (the issuer) for the interim period ending July 31, 2011.
 
2.  
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
 
  3.  
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 26, 2011


 
(signed) “John Coulter”
John Coulter
President and Chief Executive Officer

NOTE TO READER
 
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

  i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
  ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 

 
EX-99.4 5 ex99_4.htm CFO CERTIFICATE - Q3 ENDING JULY 31, 2011 ex99_4.htm

Exhibit 99.4
 
 
Form 52 52-109FV2
 
 FILINGS - VENTURE ISSUER BASIC CERTIFICATE

I, John Coulter, President and Chief Executive Officer of Titan Trading Analytics Inc. in the capacity of Chief Financial Officer, certify the following:

1.  
Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Titan Trading Analytics Inc. (the issuer) for the interim period ending July 31, 2011.

2.  
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

3.  
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings


Date: September 26, 2011
 


(signed) “John Coulter”
John Coulter
President, Chief Executive Officer (certifying in the capacity of Chief Financial Officer)



 
NOTE TO READER
 
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

  i)
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

  ii)
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 

EX-99.5 6 ex99_5.htm NEWS RELEASE - GRANT OF OPTIONS ex99_5.htm

Exhibit 99.5
 
 
Graphic
 
TITAN TRADING ANALYTICS INC.
Unit 120, 4445 Calgary Trail, Edmonton, Alberta, T6H 5R7
Telephone: (780) 438‐1239 Fax: (780) 438‐1249

TSX Venture Trading Symbol: TTA
NASD OTCBB Trading Symbol: TITAF

TITAN TRADING ANALYTICS INC. ANNOUNCES STOCK OPTION GRANT


EDMONTON, ALBERTA ‐‐ (September 20, 2011) ‐ Titan Trading Analytics Inc. (TSX VENTURE: TTA) (OTCBB: TITAF) (the “Company”) announces today that, subject to regulatory approval, the Company intends to grant 120,000 stock options, in the aggregate, to a consultant  of the Company. The options will have an exercise price of $0.15, with vesting over an eighteen‐month period and a five year term to expiry.

FOR FURTHER INFORMATION PLEASE CONTACT:

 Titan Trading Analytics Inc.
Irene Midgley
imidgley@titantrading.com
(780) 438-1239
 www.titantrading.com

 

 

 

 

 

HEAD OFFICE
#120, 4445 CALGARY TRAIL   EDMONTON, AB   T6H 5R7   PHONE 780.438.1239   FAX 780.438.1249

 
EX-99.6 7 ex99_6.htm NEWS RELEASE - GRANT OF OPTIONS ex99_6.htm

Exhibit 99.6
 
 
Graphic
 
TITAN TRADING ANALYTICS INC.
Unit 120, 4445 Calgary Trail, Edmonton, Alberta, T6H 5R7
Telephone: (780) 438‐1239 Fax: (780) 438‐1249

TSX Venture Trading Symbol: TTA
NASD OTCBB Trading Symbol: TITAF

TITAN TRADING ANALYTICS INC. ANNOUNCES STOCK OPTION GRANT


EDMONTON, ALBERTA ‐‐ (September 21, 2011) ‐ Titan Trading Analytics Inc. (TSX VENTURE: TTA) (OTCBB: TITAF) (the “Company”) announces today that, subject to regulatory approval, the Company intends to grant an additional 20,000 stock options, in the aggregate, to a consultant  of the Company. The options will have an exercise price of $0.15, with vesting over an eighteen‐month period and a five year term to expiry.

FOR FURTHER INFORMATION PLEASE CONTACT:

 Titan Trading Analytics Inc.
Irene Midgley
imidgley@titantrading.com
(780) 438-1239
 www.titantrading.com

 

 

 

 

 

HEAD OFFICE
#120, 4445 CALGARY TRAIL   EDMONTON, AB   T6H 5R7   PHONE 780.438.1239   FAX 780.438.1249

 
EX-99.7 8 ex99_7.htm NEWS RELEASE -EXTENSION OF WARRANTS ex99_7.htm

Exhibit 99.7
 
 
Graphic
 
TITAN TRADING ANALYTICS INC.
Unit 120, 4445 Calgary Trail, Edmonton, Alberta, T6H 5R7
Telephone: (780) 438‐1239 Fax: (866) 665-5702

TSX Venture Trading Symbol: TTA
NASD OTCBB Trading Symbol: TITAF

TITAN TRADING ANALYTICS INC. ANNOUNCES WARRANT EXTENTION


EDMONTON, ALBERTA ‐‐ (September 27, 2011) ‐ Titan Trading Analytics Inc. (TSX VENTURE: TTA) (OTCBB: TITAF) (the “Company”) announces today that, subject to regulatory approval, the Company intends to extend the expiry date of certain of its outstanding common share purchase warrants.  In 2009, the Corporation issued 2,778,000 warrants with an exercise price of $0.50 per common share and expiring on October 15, 2011. The Corporation is proposing to extend the expiry date of such warrants until October 15, 2013 with an exercise price of $0.50. For further information on the original issuance of the warrants, please refer to the press releases of Titan dated October 9, 2009 filed on SEDAR at www.sedar.com.

The extension of the expiry dates of the warrants is subject to review and acceptance by the TSX
Venture Exchange.

FOR FURTHER INFORMATION PLEASE CONTACT:

 Titan Trading Analytics Inc.
Irene Midgley
imidgley@titantrading.com
(780) 973-6996
 www.titantrading.com

 

 

HEAD OFFICE
#120, 4445 CALGARY TRAIL   EDMONTON, AB   T6H 5R7   PHONE 780.438.1239   FAX 780.438.1249

 

 
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