6-K

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 February. 2012

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- ______________________

For month ended 02-28-12

TABLE OF CONTENTS

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

Exhibit 99.1   Audited Financial Statements ending October 31, 2011

Exhibit 99.2   MD&A as at October 31, 2011

Exhibit 99.3   CEO Certificate

Exhibit 99.4   CFO Certificate

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:  April 12, 2012                                                                           /s/ John Coulter                                     

John Coulter, Chief Executive Officer

Exhibit Index

Exhibit 99.1   Audited Financial Statements ending October 31, 2011

Exhibit 99.2   MD&A as at October 31, 2011

Exhibit 99.3   CEO Certificate

Exhibit 99.4   CFO Certificate

For month ended 02-28-12

EX-99.1

Exhibit 99.1

Consolidated Financial Statements of

TITAN TRADING ANALYTICS INC.

(A Development Stage Company)

October 31, 2011 and 2010

(expressed in Canadian dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements are the responsibility of the Board of Directors and management.  The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles.  Management maintains the necessary systems of internal controls, policies and procedures to provide assurance that assets are safeguarded, and that the financial records are reliable and form a proper basis for the preparation of financial statements.

The Board of Directors ensures that management fulfills its responsibilities for financial reporting and internal control through an Audit Committee.  This committee, which reports to the Board of Directors, meets with the independent auditors and reviews the financial statements.

The consolidated financial statements have been audited by Smythe Ratcliffe LLP, Chartered Accountants, who were appointed by the shareholders.  The auditors’ report outlines the scope of their examination and their opinion on the consolidated financial statements.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with accounting principles generally accepted in Canada and the United States of America.  Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; providing reasonable assurance that transactions are recorded as necessary for preparation of the Company’s financial statements in accordance with generally accepted accounting principles; providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company’s assets that could have a material effect on its financial statements would be prevented or detected on a timely basis.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company’s financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of October 31, 2011.

“John Coulter”

John Coulter,

President, Chief Executive Officer & Chief Financial Officer

Edmonton, Canada

February 22, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF TITAN TRADING ANALYTICS INC.

(A DEVELOPMENT STAGE COMPANY)

We have audited the accompanying consolidated financial statements of Titan Trading Analytics Inc., which comprise the consolidated balance sheets as at October 31, 2011 and 2010 and the consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years ended October 31, 2011 and 2010, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2011 and 2010 and the results of its operations and its cash flows for the years ended October 31, 2011 and 2010 in accordance with Canadian generally accepted accounting principles.

Other Matter

The consolidated financial statements for the year ended October 31, 2009 were audited by another firm of auditors who expressed an opinion without reservation on those consolidated financial statements in their report dated February 15, 2010.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements, which indicates that the Company had incurred a net loss of $2,956,234 during the year ended October 31, 2011 and has a deficit of $23,074,231 as at October 31, 2011.  These conditions, along with other matters set forth in Note 1, indicate the existence of a material uncertainty that cast significant doubt about the Company’s ability to continue as a going concern.

Chartered Accountants

Vancouver, Canada

February 22, 2012

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 -29

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Consolidated Balance Sheets

(expressed in Canadian dollars)

	October 31,			October 31,
	2011			2010
ASSETS
CURRENT
Cash	$	511,761		$	209,736
Short-term investments (Note 3)		561,002			60,000
Other receivables		6,749			10,088
Prepaid expenses and deposits		52,274			37,727
		1,131,786			317,551
Deposit		8,389			24,074
Property and equipment (Note 4)		260,254			425,468
Technology rights (Note 5)		358,200			398,000
	$	1,758,629		$	1,165,093
LIABILITIES
CURRENT
Accounts payable and accrued liabilities (Notes 10 and 14)	$	83,571		$	187,971
Loans and advances (Note 6)		---			2,111
Deferred lease inducements		53,594			---
Convertible debentures (Note 7)		289,499			---
		426,664			190,082
Deferred lease inducements		---			76,574
Convertible debentures (Note 7)		---			283,509
		426,664			550,165
SHAREHOLDERS’ EQUITY
Share capital (Note 8)		18,234,001			15,845,770
Warrants (Note 8)		2,413,884			1,901,217
Contributed surplus		3,746,747			2,899,907
Convertible debentures - equity component (Note 7)		11,564			11,564
Deficit		(23,074,231	)		(20,043,530	)
		1,331,965			614,928
	$	1,758,629		$	1,165,093
Commitments (Note 11)

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)

	Years Ended October 31
	2011			2010			2009
EXPENSES
Research and development (Note 10)	$	634,965		$	873,215		$	1,078,379
General and administrative (Note 10)		2,044,856			1,903,159			2,279,935
Amortization of property and equipment		164,891			177,575			186,774
Amortization of technology rights		39,800			---			---
Bank charges and interest, net		46,972			28,455			11,844
Loss (gain) on foreign exchange		24,750			(5,287	)		(28,183	)
Net loss and comprehensive loss for the year	$	(2,956,234	)	$	(2,977,117	)	$	(3,528,749	)
LOSS PER SHARE – Basic and diluted	$	(0.03	)	$	(0.05	)	$	(0.07	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		99,949,623			61,292,998			51,951,767

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)

	Share Capital				Convertible Debentures
	Number of Shares	Amount	Warrants	Contributed Surplus	– Equity Component	Deficit	Total
October 31, 2008	49,214,345	$ 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	1,160,000	169,120		(49,820)			119,300
Private placements, net	7,743,533	1,644,179	338,649				1,982,828
Shares issued for services	200,000	71,000					71,000
Stock-based compensation				807,931			807,931
October 31, 2009	58,317,878	13,591,954	1,115,875	2,276,357		(16,692,290)	291,896
Net loss						(2,977,117)	(2,977,117)
Private placements, net	24,785,750	2,266,364	626,049				2,892,413
Returned to treasury	(84,600)	(12,548)	(3,524)			(9,306)	(25,378)
Warrants extension			162,817			(162,817)	---
Stock-based compensation				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	83,019,028	15,845,770	1,901,217	2,899,907	11,564	(20,043,530)	614,928
Net loss						(2,956,234)	(2,956,234)
Private placements, net	29,705,250	2,388,231	438,200				2,826,431
Warrants extension			74,467			(74,467)	---
Stock-based compensation				846,840			846,840
October 31, 2011	112,724,278	$ 18,234,001	$ 2,413,884	$ 3,746,747	$ 11,564	$ (23,074,231)	$ 1,331,965

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)

	Years Ended October 31
	2011			2010			2009
OPERATING
Net loss for the year	$	(2,956,234	)	$	(2,977,117	)	$	(3,528,749	)
Adjustments for non-cash items
Amortization of property and equipment		164,891			177,575			186,774
Amortization of technology rights		39,800			---			---
Research and development		---			---			71,000
Stock-based compensation		846,840			623,550			807,931
Loss on disposal of equipment		23			---			---
Amortization of deferred lease inducements		(22,980	)		(22,980	)		(15,316	)
Accretion interest		5,990			1,073			---
Unrealized foreign exchange loss		154			2,469			---
Net changes in non-cash working capital balances:
Prepaid expenses and deposits		1,138			(6,309	)		6,690
Other receivables		2,337			25,092			(35,180	)
Accounts payable and accrued liabilities		(104,635	)		6,120			61,365
		(2,022,676	)		(2,170,527	)		(2,445,485	)
INVESTING
Due from related parties		---			---			58,754
Proceeds on sale (purchase) of property and equipment		300			---			(47,179	)
Purchase of technology rights		---			(600,000	)		---
Proceeds from deferred lease inducements		---			---			114,870
Restricted cash		---			2,520			227,409
Short-term investments		(500,000	)		30,000			---
		(499,700	)		(567,480	)		353,854
FINANCING
Issue of share capital, net of issue costs		2,826,431			2,892,413			2,102,128
Loans and advances		(2,111	)		(293,985	)		(222,929	)
Convertible debentures		---			294,000			---
Shares returned to treasury		---			(25,378	)		---
		2,824,320			2,867,050			1,879,199
EFFECT OF EXCHANGE RATE CHANGES		81			(2,469	)		(39,360	)
INCREASE (DECREASE) IN CASH		302,025			126,574			(251,792	)
CASH, BEGINNING OF YEAR		209,736			83,162			334,954
CASH, END OF YEAR	$	511,761		$	209,736		$	83,162
Cash used in operating activities includes:
Bank charges and interest	$	46,972		$	15,222		$	12,522
Income taxes paid	$	---		$	---		$	---
Supplementary information:    Shares issued for services	$	---		$	---		$	71,000

See accompanying notes to consolidated financial statements.

4

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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.

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 significant 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 $23,074,231 at October 31, 2011 (2010 - $20,043,530).

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 or postponing expenditures 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 2012.  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

These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) with the Canadian dollar as the Company’s functional and reporting currency. The following is a summary of the significant accounting policies used in the preparation of these consolidated financial statements.

Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned integrated subsidiaries, Titan Trading GP Inc., Titan Trading Corp., Titan Holdings USA, LLC and Titan Trading USA, LLC. All significant inter-company balances and transactions have been eliminated on consolidation.

5

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value, with an original maturity of less than three months at the time of purchase.

Research and Development

Research costs are expensed when incurred. Development costs are expensed when incurred prior to the establishment of technical feasibility. Subsequent to the establishment of technical feasibility, the costs associated with the development of a commercial product for which adequate resources exist to market the product are capitalized as software and systems development. Capitalization of development costs ceases when the product is available for general release to customers. There were no development costs capitalized during the year ended October 31, 2011.

Property and Equipment

Computer equipment is recorded at cost less accumulated amortization and is amortized at 30% declining balance per annum.

Office furniture is recorded at cost less accumulated amortization and is amortized at 20% declining balance per annum.

Leasehold improvements are recorded at cost less accumulated amortization and are amortized over the lease term.

The Company makes periodic reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of the assets would be written down to fair value when undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount.

Technology Rights

All rights to intellectual property and the mutual covenants and agreements related to the products of Titan (the “IP”) are recorded at cost where the rights have been acquired in transactions with related parties, the cost is deemed to be the carrying value prior to the transaction and any difference between fair value and consideration paid is recorded to deficit.

Effective November 1, 2010, the Company revised the estimated useful life of the technology rights from indefinite to 10 years.  Technology rights are amortized over their estimated useful lives using the straight-line method.  This change in accounting estimate has been applied prospectively to the consolidated financial statements and has resulted in an increase in amortization expense of $39,800 for the year ended October 31, 2011 (Note 5).  The estimated annual impact of this change in accounting estimate is an increase in amortization expense of $39,800 per year for the period to October 2021.

6

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Deferred Lease Inducement

Lease inducements received in the form of contributions towards leasehold improvement costs are amortized over the term of the lease as a reduction of rent expense, which is included in general and administrative expenses.

Convertible Debentures

The Company’s convertible debentures are considered to be a compound financial instrument that contains both a debt component and an equity component.

On issuance of the convertible debentures, the fair value of the equity component is determined using the Trinomial Barrier Model. This model requires the input of a number of assumptions including dividend yields, expected stock price volatility, expected time until conversion and risk-free interest rates. The value is recorded as equity and the remainder of the proceeds are allocated as a separate component of debt. Transaction costs are appointed between the debt and equity components based on their respective carrying amounts when the instruments are issued.

On conversion, the carrying amount of the debt component and the equity component are transferred to share capital. In the event that the instrument is settled in cash, the transaction is treated as an extinguishment of the convertible debenture and a gain or loss on the extinguishment of the liability component is recognized in the current period operations while any gain or loss on the equity component is applied to contributed surplus.

The interest cost recognized in respect of the debt component represents the accretion of the liability over its expected life using the effective interest method, to the amount that would be payable upon redemption.

Future Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Future tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized.

7

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Foreign Currency Translation

The Company’s functional and reporting currency is the Canadian dollar. The accounts of subsidiaries, which are integrated operations, are translated to Canadian dollars using the temporal method.  Under this method, monetary assets and liabilities are translated at the year-end exchange rate.  Non-monetary assets and liabilities are translated at rates of exchange in effect when the assets were acquired or liabilities incurred.  Revenue and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in operations (except for amortization, which is translated at the same rate as the related asset).  Exchange gains and losses are included in the statements of operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates used by management include valuation allowances for future income taxes, rates and useful lives for the amortization of property and equipment and technology rights, fair value of financial instruments, and determining the fair value of stock-based compensation and the valuation of warrants and equity portion of convertible debentures.

Equity Unit Offerings

The proceeds from the issuance of equity units are allocated between common shares and common share purchase warrants on a pro-rata basis based on relative fair values using the market trading price and the Black-Scholes option pricing model for the shares and warrants, respectively.

Loss per Share

Basic loss per share is determined by dividing net loss by the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method to determine the dilutive effect of stock options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that proceeds received from such exercise would be used to repurchase common shares at the average market price during the year. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

8

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Stock-based Compensation

The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. For directors, employees and non-employees, the fair value of the options is accrued and charged to operations, with the offset credit to contributed surplus, over the vesting period. If and when the stock options are exercised, the applicable amounts from contributed surplus are transferred to share capital.

Non-monetary Transactions

All non-monetary transactions are measured at the fair value of the asset surrendered or the asset received, whichever is more reliable, unless the transaction lacks commercial substance. The commercial substance requirement is met when the future cash flows are expected to change significantly as a result of the transaction.

Financial Instruments

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income (loss). Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity. Any financial instrument may be designated as held-for-trading upon initial recognition.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value.

Fair Value Hierarchy

The Company provides information about its financial instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to estimate the fair value:

· Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

· Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

· Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

9

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Future Accounting Pronouncements

International Financial Reporting Standards (“IFRS”)

In 2008, the Canadian Accounting Standards Board confirmed that the transition to IFRS from Canadian GAAP will be effective for fiscal years beginning on or after January 1, 2011 for publicly accountable enterprises.  IFRS will be effective for the Company for interim and annual financial statements relating to the Company’s fiscal year beginning on November 1, 2011.  The effective date will require the restatement for comparative purposes of amounts reported by the Company for interim periods and for the year ended October 31, 2011.

The Company has completed a comprehensive review of its accounting policy options under IFRS, evaluated the impact of the conversion on the Company’s consolidated financial statements and is in the process of preparing an opening balance sheet for November 1, 2010 under IFRS.

3. SHORT-TERM INVESTMENTS

Short-term investments consist of a $500,000 variable rate guaranteed investment certificate bearing interest at prime less 1.95%, maturing August 24, 2012, and a $60,000 (2010 - $60,000) guaranteed investment certificate bearing interest at prime less 2.05%, maturing August 31, 2012. The $60,000 investment is collateral for a letter of credit, which has been issued by the Company for their leased premises.

4. PROPERTY AND EQUIPMENT

	2011			2010
	Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book      Value
Computer equipment	$    327,647	$ 258,734	$  68,913	$    328,865	$ 222,256	$ 106,609
Office furniture	88,349	51,180	37,169	88,349	41,643	46,706
Leasehold improvements	589,908	435,736	154,172	589,908	317,755	272,153
	$ 1,005,904	$ 745,650	$ 260,254	$ 1,007,122	$ 581,654	$ 425,468

10

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

5. TECHNOLOGY RIGHTS

During the year ended 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
Excess of exchange amount over carrying value acquired from related party allocated to deficit		(202,000	)		(202,000	)
		398,000			398,000
Amortization		(39,800	)		---
	$	358,200		$	398,000

6. LOANS AND ADVANCES

During the year ended October 31, 2011, the Company repaid a loan payable of $2,111 to a director of the Company.  The loan was non-interest-bearing and unsecured.

7. CONVERTIBLE DEBENTURES

On August 27, 2010, the Company raised $294,000 in convertible debentures. The debentures will mature on August 26, 2012 and bear interest at 12% per annum. The agreement states that 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:

Face value of convertible debentures	$	294,000
Portion of convertible debentures allocated to equity		(11,564	)
Portion of convertible debenture allocated to liability		282,436
Accretion interest expense		1,073
Balance, October 31, 2010		283,509
Accretion interest expense		5,990
Balance, October 31, 2011	$	289,499

11

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

7.         CONVERTIBLE DEBENTURES (continued)

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

8. 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.

Issued

2011

On December 3, 2010, the Company closed a non-brokered private placement of units for gross proceeds of $1,022,125.  The Company issued 10,221,250 units at $0.10 per unit.  Each unit consists of one common share and one-half of one common share purchase warrant.  Each whole warrant is exercisable into one common share at a price of $0.30 expiring December 3, 2012.  Of the total proceeds, $893,568 and $128,557 have been allocated to common shares and warrants, respectively, using the relative fair value method.  The Company paid a total of $88,250 in finder’s fees and incurred other share issue costs of $6,206.

On June 10, 2011, the Company closed a non-brokered private placement of units for gross proceeds of $1,948,400. The Company issued 19,484,000 units at $0.10 per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.33 expiring June 10, 2013. Of the total proceeds, $1,618,472 and $329,928 have been allocated to common shares and warrants, respectively, using the relative fair value method.  The Company paid a total of $38,640 in finder’s fees and incurred other share issue costs of $10,998.

12

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

2010

On May 27, 2010, the Company closed a non-brokered private placement of units for gross proceeds of $902,250. The Company issued 4,511,250 units at $0.20 per unit. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.30, expiring May 27, 2012. Of the gross proceeds, $661,370 and $240,880 have been allocated to common shares and warrants, respectively, using the relative fair value method. The Company paid a total of $4,000 in finder’s fees and incurred other share issue costs of $6,067.

On October 12, 2010, the Company closed a non-brokered private placement of units, for gross proceeds of $1,982,450. The Company issued 19,824,500 units at $0.10 per unit. Each unit consists of one common share and one warrant. Each warrant is exercisable into one common share at a price of $0.30, expiring October 12, 2012. Of the gross proceeds, $1,600,389 and $382,061 have been allocated to common shares and warrants, respectively, using the relative fair value method. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month restricted period, which expired February 12, 2011. The Company paid a total of $14,500 in finder’s fees to arm’s length parties and incurred other share issue costs of $11,630.

On October 20, 2010, the Company closed a non-brokered private placement of units, for gross proceeds of $45,000. The Company will issue 450,000 units at $0.10 per unit. Each unit consists of one common share and one warrant. Each warrant is exercisable into one common share at a price of $0.30 expiring October 12, 2012. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month restricted period, which expired February 20, 2011. Of the gross proceeds, $35,063 and $9,937 have been allocated to common shares and warrants, respectively, using the relative fair value method. The Company paid $1,089 in share issue costs.

Stock Options

Under the Company’s stock option plan, options to purchase common shares of the Company may be granted to directors, officers, employees and consultants of the Company. These options entitle the holder to purchase one common share at a subscription price that shall not be less than that which may be acceptable to any stock exchange on which the Company’s shares are traded. The number of common shares reserved for issuance, within a one-year period, to any one optionee shall not exceed 5% of the outstanding common shares. The maximum number of common shares reserved for issuance at any time may not exceed 20% of the number of outstanding common shares. The Board of Directors determine the time during which options shall vest and the method of vesting, provided that the options shall not vest on more favourable terms than one-third of the total number of options granted on the date of grant and on each of the 12-month and 18-month anniversaries of the date of grant. Options expire no later than the tenth anniversary of the date of grant or as determinined by the Committee. All rights to purchase shares pursuant to the plan terminate: (i) if the optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to the Company at a certain date (the “Cessation Date”) the option shall terminate

13

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

Stock Options (continued)

on the earlier of the expiry date of the option and a reasonable period (the “Cancellation Period”) following the Cessation Date where the Cancellation Period shall be at the discretion of the Committee on a case-by-case basis optionee ceasing to be a director, officer, employee or consultant; or (ii) within 12 months after the death of an optionee, unless exercised within that period.

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

	2011		2010
	Number of Options	Weighted- Average  Exercise Price	Number of Options	Weighted- Average Exercise Price
Outstanding at   beginning of year	11,390,000	$  0.29	9,130,593	$  0.33
Granted Forfeited Expired/cancelled	12,940,000 (1,188,331) (4,055,003)	$  0.13 $  0.18 $  0.34	4,130,000 (1,870,593) ---	$  0.19 $  0.27        ---
Outstanding at end of   year	19,086,666	$  0.18	11,390,000	$  0.29
Exercisable at end of   year	10,276,667	$  0.21	8,620,004	$  0.32

14

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

Stock Options (continued)

The following table summarizes information on stock options outstanding and exercisable at October 31, 2011:

Exercise Price	Number Outstanding	Number Exercisable	Expiry Date
0.30	1,285,000	1,285,000	January 8, 2012	(*)
0.50	50,000	50,000	August 15, 2012
0.37	520,000	520,000	January 28, 2013
0.50	60,000	60,000	February 4, 2013
0.335	150,000	150,000	July 8, 2013
0.30	900,000	900,000	August 12, 2013
0.16	1,400,000	350,000	October 4, 2013
0.36	175,000	175,000	November 7, 2013
0.305	50,000	50,000	January 26, 2014
0.33	830,000	830,000	March 6, 2014
0.25	1,000,000	1,000,000	November 13, 2014
0.17	1,010,000	1,010,000	March 3, 2015
0.17	100,000	66,666	May 28, 2015
0.10	50,000	50,000	October 15, 2015
0.11	1,930,000	643,333	November 3, 2015
0.13	300,000	200,000	November 16, 2015
0.14	3,770,000	1,256,666	November 24, 2015
0.13	500,000	---	December 3, 2015
0.13	200,000	66,667	December 22, 2015
0.10	2,000,000	666,668	March 15, 2016
0.10	50,000	16,666	March 31, 2016
0.10	1,116,666	383,334	June 1, 2016
0.15	140,000	46,667	September 20, 2016
0.14	1,500,000	500,000	October 12, 2016
	19,086,666	10,276,667

(*) Options expired unexercised

The weighted average remaining contractual life of stock options outstanding at October 31, 2011 is 3.3 years.

15

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

Stock Options (continued)

The following table summarizes information on stock options outstanding and exercisable at October 31, 2010:

Exercise Price	Number Outstanding	Number Exercisable	Expiry Date
0.315	360,000	360,000	June 23, 2011
0.30	1,560,000	1,560,000	January 8, 2012
0.69	200,000	200,000	June 28, 2012
0.50	50,000	50,000	August 15, 2012
0.37	1,085,000	1,085,000	January 28, 2013
0.50	190,000	190,000	February 4, 2013
0.34	50,000	50,000	June 24, 2013
0.335	150,000	150,000	July 8, 2013
0.30	900,000	900,000	August 12, 2013
0.36	510,000	510,000	August 15, 2013
0.36	350,000	350,000	November 7, 2013
0.305	50,000	50,000	January 26, 2014
0.33	1,205,000	1,205,000	March 6, 2014
0.355	600,000	600,000	April 21, 2014
0.25	1,300,000	433,334	November 13, 2014
0.27	25,000	8,334	November 25, 2014
0.17	1,405,000	468,336	March 3, 2015
0.17	1,350,000	450,000	May 28, 2015
0.10	50,000	---	October 15, 2015
	11,390,000	8,620,004

The weighted average remaining contractual life of stock options outstanding at October 31, 2010 is 3.1 years.

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 using the following weighted-average assumptions:

	Options		Warrants
	2011	2010	2011	2010
Weighted-average grant date fair value per share option or warrant	0.10	0.19	0.02	0.03
Expected dividend rate	0%	0%	0%	0%
Expected volatility	109%	116%	90%	94%
Risk-free interest rate	2.05%	2.55%	1.48%	1.42%
Expected life of options or warrants in years	5 yrs.	5 yrs.	2 yrs.	2 yrs.

16

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8. SHARE CAPITAL (continued)

Stock-based Compensation

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

	2011		2010		2009
Research and development	$	204,508	$	142,626	$	277,890
General and administrative		642,332		480,924		530,041
	$	846,840	$	623,550	$	807,931

As at October 31, 2011, the unamortized compensation expense for all outstanding options is $404,341.

As at October 31, 2011, the aggregate intrinsic value of the outstanding and exercisable stock options is $Nil.

Warrants

The following table summarizes the activity of warrants:

	2011					2010
	Number of Warrants			Weighted- Average Exercise Price		Number of Warrants			Weighted- Average Exercise Price
Outstanding at beginning of year		34,650,834		$	0.35		11,907,384		$	0.48
Issued		24,594,625		$	0.32		24,785,750		$	0.30
Expired/cancelled		(3,569,584	)	$	0.53		(2,000,000	)	$	0.50
Returned to treasury		---			---		(42,300	)	$	0.45
Outstanding at end of year		55,675,875		$	0.33		34,650,834		$	0.35

17

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

8.         SHARE CAPITAL (continued)

Warrants (continued)

The following table summarizes information on warrants outstanding and exercisable at October 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, 2013 May 27, 2012 October 12, 2012 October 20, 2012 December 3, 2012 June 10, 2013	(*)
	55,675,875

(*)  During the year ended October 31, 2011, the Company extended the expiry date of the warrants. The extension resulted in an additional fair value of $74,467 and it is recorded as an increase to warrants and an increase in deficit.

The following table summarizes information on warrants outstanding and exercisable at October 31, 2010:

Exercise Price	Number Outstanding	Expiry Date
$  0.60 $  0.35 $  0.40 $  0.40 $  0.60 $  0.50 $  0.30 $  0.30 $  0.30	1,518,117 1,000,000 1,017,500 2,500,000 1,051,467 2,778,000 4,511,250 19,824,500 450,000	December 7, 2010 March 6, 2011 July 29, 2012 August 19, 2012 March 17, 2011 October 15, 2011 May 27, 2012 October 12, 2012 October 20, 2012	(*)    (*)    (*)    (*)
	34,650,834

(*) During the year ended October 31, 2010, the Company extended the expiry date of the warrants.  The extension resulted in an additional fair value of $162,817 and it is recorded as an increase to warrants and an increase in deficit.

18

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

9. INCOME TAXES

Income tax expense differs from the amounts computed by applying the statutory income tax rates to loss before income taxes.  A reconciliation of the differences is as follows:

	2011			2010			2009
Tax recovery at statutory rates	$	(785,183	)	$	(838,498	)	$	(1,026,160	)
Foreign rate differential		(115,021	)		(56,806	)		(20,106	)
Non-deductible expenses		225,911			186,251			61,260
Other temporary differences		(60,679	)		31,470			(28,157	)
Unrecognized tax losses		734,972			677,583			1,013,163
Tax expense	$	---		$	---		$	---

The tax effect of significant temporary differences is as follows:

	2011			2010			2009
Operating loss carry-forwards	$	4,650,955		$	3,990,920		$	3,595,119
Other temporary differences		274,614			210,281			98,064
Future income tax assets before valuation allowance		4,925,569			4,201,201			3,693,183
Valuation allowance		(4,925,569	)		(4,201,201	)		(3,693,183	)
	$	---		$	---		$	---

The Company has determined that realization of its future income tax assets is not more likely than not and, therefore, a full valuation allowance against the future income tax assets has been recorded.

The losses expire as follows:

	Loss carry- forwards in the United States		Loss carry- forwards in Canada		Total
2014	$	---	$	458,893	$	458,893
2015		---		1,353,827		1,353,827
2026		173,617		3,335,206		3,508,823
2027		318,554		2,053,302		2,371,856
2028		668,114		1,874,337		2,542,451
2029		335,681		2,224,412		2,560,093
2030		831,308		1,484,009		2,315,317
2031		1,394,187		605,944		2,000,131
	$	3,721,461	$	13,389,930	$	17,111,391

19

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

10. 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	$ 414,024	$ 382,241	$   94,500
Research and development	$ 120,000	$ 120,000	$ 237,574
Finder’s fees	$         ---	$   10,000	$          ---

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 of the Company and companies controlled by directors.

Included in accounts payable and accrued liabilities is $1,554 (2010 - $26,614) payable to directors of the Company and companies controlled by directors.

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

11. COMMITMENTS

The Company has lease agreements for its offices with minimum annual payments until expiration of the leases as follows:

Year	Total
2012	$ 101,113
2013	44,576
2014	45,787
2015	51,688
2016	8,784
	$ 251,948

12. FINANCIAL INSTRUMENTS

Financial Risk Management

The Company has classified its financial instruments as follows:

§ Cash and short-term investments are classified as held-for-trading.

§ Accounts payable, loans and advances, and convertible debentures are classified as other financial liabilities.

20

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

12. FINANCIAL INSTRUMENTS (continued)

Financial Risk Management (continued)

The Company’s activities are exposed to a variety of financial risks: credit risk, foreign currency risk, interest rate risk, financial market risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial and economic markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by financial management in conjunction with overall corporate governance. The Company’s exposure to and management of credit risk, market risk and liquidity risk related to financial instruments below have not changed for the 2011 fiscal year.

(a) Fair Value

The Company's financial instruments consist of cash, short-term investments, accounts payable, loans and advances, and convertible debentures. The fair values of cash, short-term investments, accounts payable and convertible debentures approximate their carrying values due to their short-term nature, unless otherwise noted. Other receivables consist of taxes receivable from a government agency and is not a financial instrument. The fair value of loans and advances cannot be reliably determined, as there is no market for loans that are non-interest-bearing and have no terms of repayment.

(b) Credit Risk

The Company is exposed to credit risk in its cash and short-term investments. The maximum exposure of the credit risk is the full carrying value of those financial instruments. The Company minimizes the credit risk of cash and short-term investments by only dealing with credit-worthy financial institutions.

The Company’s concentration of credit risk and maximum exposure thereto is as follows:

	2011		2010
Cash	$	511,761	$	209,736
Short-term investments		561,002		60,000
	$	1,072,763	$	269,736

21

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

12. FINANCIAL INSTRUMENTS (continued)

(c) Market Risk

(i)       Foreign Currency Risk

The Company is exposed to currency risk as a result of its operations in the United States. A significant change in the currency exchange rate between the Canadian dollar relative to the US dollar could have a material effect on the Company’s results of operations, financial position or cash flows. The Company does not use derivative financial instruments to reduce its exposure to fluctuations in foreign exchange rates. As at October 31, 2011, the Company is exposed to currency risk through its cash denominated in US dollars amounting to US$274,915.  Based on the balances at October 31, 2011, net loss will increase or decrease approximately $16,500 given a 6% increase or decrease in the foreign exchange rate.

(ii)       Interest Rate Risk

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate due to changes in market interest rates. It is management’s opinion the Company is not exposed to any significant interest rate risk.

(d) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations, including commitments, as they become due. In order to manage this risk, the Company forecasts its requirements to determine whether sufficient funds will be available. The Company expects to generate sufficient cash through the issuance of shares or related party loans. As at October 31, 2011, the Company had accounts payable of $22,904 (2010 - $101,291) and loans and advances payable of $NIL (2010- $2,111), which are due for payment in the short-term (0 to 3 months). The convertible debentures and the interest payments totaling $320,500 are due within one year.

13. SEGMENTED INFORMATION

The Company operates in one industry, the software development industry, and in two geographical segments, Canada and United States.  The significant asset categories identifiable with these geographical areas are as follows:

	2011			2010
	Canada	United States	Total	Canada	United States	Total
Cash	$    314,837	$ 196,924	$  511,761	$    145,791	$ 63,945	$ 209,736
Short-term investments	561,002	---	561,002	60,000	---	60,000
Property and equipment	257,856	2,398	260,254	422,041	3,426	425,467
Technology rights	358,200	---	358,200	398,000	---	398,000
Other assets	47,781	19,631	67,412	71,890	---	71,890
	$ 1,539,676	$ 218,953	$ 1,758,629	$ 1,097,722	$ 67,371	$ 1,165,093

22

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

14. ACCRUED LIABILITIES

The Company’s accrued liabilities include the following amounts:

	2011	2010
Due to employees	$         ---	$ 12,699
Due to taxation authorities	---	8,606
Others	50,000	57,248
	$ 50,000	$ 78,553

15. CAPITAL MANAGEMENT

The Company’s objectives when managing its capital are to safeguard the Company’s ability to pursue research and development of its software and meet its ongoing operating expenditures while at the same time providing adequate capital to fund the Company’s growth, without unwarranted dilution of the current shareholders.

The Company defines its capital as its convertible debt and the components of shareholders’ equity.

The Company sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it for changes in economic conditions and the risk characteristics of its underlying assets.  Since inception, the Company has financed its liquidity needs through private placements.

In order to maximize ongoing research and development of its software, the Company does not pay out dividends.

The Company expects its current capital resources will be sufficient to carry out its research and development of the software.

The Company is not subject to any externally imposed capital requirements. There have been no changes to capital management by the Company during the year ended October 31, 2011.

23

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

16. 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 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 in the year ended October 31, 2010, the exchange amount was $600,000.  For Canadian GAAP purposes, transactions with related parties not in the normal course of business where the amount of exchange is not supported by independent evidence are measured at the carrying value to the related party, which is $398,000, with any discrepancy recorded as a charge to deficit.

Convertible Debentures

Under US GAAP, convertible debt instruments are classified as debt until converted to equity unless the conversion is in the money at the date of issuance.  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 into a debt component and an equity component.  The effect of recording the convertible debentures entirely as debt would be to reduce accretion expense by $5,990 (2010 - $1,073).

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.

24

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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

The impact of these differences is as follows:

Consolidated Statements of Operations and Comprehensive Loss
	Years Ended October 31
	2011			2010			2009
Net loss and comprehensive loss for the year Canadian GAAP	$	(2,956,234	)	$	(2,977,117	)	$	(3,528,749	)
Amortization of technology rights		(20,200	)		---			---
Stock-based compensation		---			---			19,000
Accretion interest on convertible debentures		5,990			1,073			---
Net loss and comprehensive loss for the year – US GAAP	$	(2,970,444	)	$	(2,976,044	)	$	(3,509,749	)
Loss per share – Basic and diluted – Canadian GAAP	$	(0.03	)	$	(0.05	)	$	(0.07	)
Loss per share – Basic and diluted – US GAAP	$	(0.03	)	$	(0.05	)	$	(0.07	)
Weighted average number of common shares outstanding		99,949,623			61,292,998			51,951,767

Consolidated Statements of Cash Flows
	Years Ended October 31
	2011			2010				2009
Net loss for the year – Canadian GAAP	$	(2,956,234	)	$	(2,977,117	)	$	(3,528,749	)
Amortization of technology rights		(20,200	)		---			---
Accretion interest on convertible debentures		5,990			1,073			---
Net loss for the year – US GAAP	$	(2,970,444	)	$	(2,967,044	)	$	(3,528,749	)
Cash used in operating activities – Canadian and US GAAP	$	(2,022,676	)	$	(2,170,527	)	$	(2,445,485	)
Cash provided by (used in) investing activities – Canadian and US GAAP		(499,700	)		(567,480	)		353,854
Cash provided by financing activities – Canadian and US GAAP		2,824,320			2,867,050			1,879,199
Effect of foreign exchange on cash		81			(2,469	)		(39,360	)
Increase (decrease) in cash during the year		302,025			126,574			(251,792	)
Cash, beginning of year		209,736			83,162			334,954
Cash, end of year – US GAAP	$	511,761		$	209,736		$	83,162

25

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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

Consolidated Balance Sheets
	October 31, 2011				October 31, 2010
Total assets – Canadian GAAP		$	1,758,629			$	1,165,093
Technology rights – exchange amount adjustment			181,800				202,000
Total assets – US GAAP		$	1,940,429			$	1,367,093
Total liabilities – Canadian GAAP		$	426,664			$	550,165
Convertible debentures – accretion interest			(7,063	)			(1,073	)
Convertible debentures – equity component			11,564				11,564
Total liabilities – US GAAP			431,165				560,656
Share capital – Canadian GAAP			18,234,001				15,845,770
Warrants – Canadian GAAP			2,413,884				1,901,217
Contributed surplus – Canadian GAAP			3,746,747				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			(23,074,231	)			(20,043,530	)
Accretion interest			7,063				1,073
Technology rights			181,800				202,000
Deficit – US GAAP			(22,885,368	)			(19,840,457	)
Total shareholders' equity – Canadian GAAP			1,331,965				614,928
Total shareholders' equity – US GAAP			1,509,264				806,437
Total liabilities and shareholders' equity – Canadian GAAP			1,758,629				1,165,093
Total liabilities and shareholders' equity – US GAAP		$	1,940,429			$	1,367,093

26

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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

Recent Accounting Standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

In January 2010, the FASB issued ASU No. 2010-05 Compensation - Stock Compensation (Topic 718). This accounting standards update codifies EITF Topic D-110, Escrowed Share Arrangements and the Presumption of Compensation.  When evaluating whether presumption of compensation has been overcome, registrants should consider the substance of the arrangement, including whether the arrangement was entered into for purposes unrelated to, and not contingent upon, continued employment.  An escrowed share arrangement in which the shares are automatically forfeited if employment terminates is compensation.

In April 2010, the FASB issued ASU No. 2010-13 Compensation – Stock Compensation (Topic 718).  The objective of this update is to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. It provides guidance on the classification of a share-based payment award as either equity or a liability.  A share-based payment award that contains a condition that is not a market, performance or service condition is required to be classified as a liability. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award.

In December 2010, the FASB issued ASU No. 2010-28 Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This ASU reflects the decision reached in EITF Issue No. 10-A. The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance and examples, which require that

27

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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

Recent Accounting Standards (continued)

goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. Non-public entities may early-adopt the amendments using the effective date for public entities.

In December 2010, the FASB issued ASU No. 2010-29 Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This ASU reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity, as defined by Topic 805 Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early-adoption is permitted.

In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU No. 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and IFRSs.  The amendments to the FASB Accounting Standards Codification™ (“Codification”) in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For non-public entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Non-public entities may apply the amendments in ASU No. 2011-04 early, but no earlier than for interim periods beginning after December 15, 2011.

28

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

(A Development Stage Company)

Notes to Consolidated Financial Statements

Years ended October 31, 2011, 2010 and 2009

(expressed in Canadian dollars)

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

Recent Accounting Standards (continued)

In June 2011, the FASB issued ASU No. 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Codification to allow an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  ASU No. 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For non-public entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early-adoption is permitted.

In September 2011, the FASB issued ASU No. 2011-08 Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  This objective of this ASU is to provide an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit.  The amendments in ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued.

In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.  This ASU requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments and will be applied retrospectively for all comparative periods presented.  ASI No. 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

29

EX-99.2

Exhibit 99-2

TITAN TRADING ANALYTICS INC.

MANAGEMENT’S DISCUSSION AND ANALYSISFORM

51-102F1FOR

THE YEAR ENDED OCTOBER 31, 2011

February 28, 2012

- 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 October 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 February 28, 2012, should be read in conjunction with the October 31, 2011 audited consolidated 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.

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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, TopView has the capability to analyze data feeds available from a number of the world’s stock exchanges. With ultra high-speed analysis capabilities, TopView is 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.

- 3 -

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. 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 as TickAnalyst.

TickAnalyst incorporates over a dozen 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. 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 browser‐based application that is complementary to any institutional trading system.  Titan manages and hosts the technology infrastructure at a neutral co‐location 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 FIX‐based EMS or OMS. The trade signals can also be integrated into most third party charting packages.

Recent Milestones

- 4 -

October 24, 2011 - MB Trading Adds Titan Social Behavioral Research to Partner Program.

Titan announced an agreement with MB Trading for use of TickAnalyst™, proprietary social behavioral research from Titan. Titan is to provide valuable trade signals and behavioral research on North American stocks. TickAnalyst™ hosts a massive financial database comprised of 10 years of price, volume and volatility data along with daily social media stock data, and quantifies and qualifies stocks using a series of 14 proprietary algorithms. The service streams out trade signals on individual stocks as well as Finance 2.0 research reports which mash up web analytics, social media sentiment and quantitative research on all major industry sectors of the S&P 500.

October 4, 2011 - Titan Trading Analytics Retains Macam Investor Relations

Titan advised that it has entered into a consulting agreement with Macam Investor Relations ("Macam IR") to provide investor relation services, subject to regulatory and TSX Venture Exchange ("TSXV") approval. Macam IR is to initiate and maintain contact with the financial community, shareholders, investors and other stakeholders for the purpose of increasing awareness of Titan Trading and its activities.

The initial term of the agreement between Titan Trading and Macam IR is for a one year period subject to renewal or earlier termination by either party subject to the terms of the agreement.  Macam IR will receive a monthly fee of $4,200. In addition, subject to regulatory approval, Macam IR will be granted 1,400,000 options at an exercise price of $0.16. The stock options will fully vest over the next 12 months and will expire two years from the date of issuance.

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

- 5 -

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.

“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 Georgia 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.”

- 6 -

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.”

“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 from euphoria 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.

- 7 -

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 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.

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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.”

 "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.

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October, 2010 - The Company announced the availability of its TickAnalyst™ Automated Behavioral Trading software‐as-a‐service 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 over‐exuberance, extreme pessimism and indifference, and these emotions directly influence the perception of risk. By applying a systematic approach, 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.”

Company Personnel

September, 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 February, 2012, 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.

Intellectual Property Transfer Agreements

During the year ended October 31, 2011, the Company completed the transfer of intellectual property from Messrs Philip Carrozza and Michael Gossland, and now 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:

December 3, 2010 - The Company completed a non-brokered private placement of units which raised CDN $1,022,125.  The private placement consisted of 10,221,250 units at CDN $0.10 per unit 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 warrant is exercisable onto one common share at a price of $0.30 per common share during the 2 year period following the closing date and will expire December 3, 2012.  The Company paid a total of $88,250 in finder’s fees to arm’s length

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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.

June 10, 2011 - The Company completed a non‐brokered 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 for total proceeds of $1,948,400. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of CDN$0.33 per common share during the 2 year period following the closing date and will expire June 10, 2013.  The Company paid a total of CDN $38,640 in finder’s fees to arm’s length parties.

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 2012, however, management can provide no assurance with regard thereto.

The Company’s financial instruments consist of cash, short-term investments, accounts payable, loans and advances and convertible debentures. The fair values of cash, short-term investments, accounts payable and convertible debentures 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 foreign 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 October 31, 2011, a total of 12,940,000 options were granted, 1,188,331 options forfeited and 4,055,003 options expired/cancelled.  No options were exercised during the year ended October 31, 2011. As well, 3,569,584 warrants expired.

Warrants Extended:

October 15, 2011 – The Company extended the expiry date of certain of its outstanding common share purchase warrants. In 2009, the Company issued 2,778,000 warrants with an exercise price of $0.50 per common share and expiring on October 15, 2011. The Company extended the expiry date of such warrants until October 15, 2013.

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.

SELECTED ANNUAL INFORMATION AND RESULTS FROM OPERATIONS

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	For year ended October 31,
	2011		2010		2009
Net sales / total revenues	NIL		NIL		NIL
Net loss	$	2,956,234	$	2,977,117	$	3,528,749
Net loss per share (fully diluted)		0.03		0.05		0.07
Assets		1,758,629		1,165,093		869,397
Long-term financial liabilities	NIL			360,083		99,554
Dividends declared per shares	NIL		NIL		NIL

RESULTS OF OPERATIONS

The net loss of $2,956,234 (2010 - $2,977,117) ending October 31, 2011 consisted of: research and development fees of $634,965 (2010- $873,215), general and administration (including stock option expense) of $2,044,856 (2010 - $1,903,159), amortization of property and equipment of $164,891 (2010 - $177,575), amortization of technology rights of $39,800 (2010 – $NIL) and bank charges and interest (including convertible debenture interest) of $46,972 (2010 - $28,455). The year also reflects a prior years’ GST assessment refund of $167,671 which was netted against general and administrative expenses for the year.

SUMMARY OF QUARTERLY RESULTS

	For the three month period ended
	Oct. 31, 2011		July 31, 2011		Apr. 30, 2011		Jan. 31, 2011
Net sales/total revenues	$	---	$	---	$	---	$	---
Net loss	$	1,188,673	$	363,337	$	680,005	$	724,219
Net loss per share (fully diluted)		.003		.003		.007		.0081

	For the three month period ended
	Oct. 31, 2010		July 31, 2010		April 30, 2010		Jan. 31, 2010
Net sales/total revenues	Nil		Nil		Nil		Nil
Net loss	$	1,028,725	$	728,244	$	634,692	$	585,456
Net loss per share (fully diluted)		.01		.01		.02		.01

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 October 31, 2011,The Company was holding cash of $511,761, short-term investments of $561,002, and had a working capital of $705,122. 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.

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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.

RELATED PARTY TRANSACTIONS

Included in the consolidated financial statements are the following transactions with officers, directors and related individuals not disclosed elsewhere:

Period ended October 31,	2011	2010	2009
Management and consulting fees	$   414,024	$    382,241	$       94,500
Research and development	$   120,000	$    120,000	$     237,574

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 $1,554 (2010 - $26,614) payable to directors of the Company or companies controlled by directors or officers.

The related party transactions 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 October 31, 2011

Class	Par Value	Authorized	Issued
Common Shares	Nil	Unlimited	112,724,278
Preferred Shares	Nil	Unlimited	Nil

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Description of Options, Warrants and Convertible securities outstanding, as of February 28, 2012

Security Type	Number	Exercise Price	Expiry Date	Recorded Value
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
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	1,100,000	$0.10	June 1, 2016	N/A
Stock Options	140,000	$0.15	Sept. 20, 2016	N/A
Stock Options	1,400,000	$0.16	Oct, 4, 2013	N/A
Stock Options	1,500,000	$0.14	Oct. 11, 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, 2013	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

January 9, 2012 - Penton’s Registered Rep, the source for financial advisors and wealth managers, announced two new offerings on www.registeredrep.com to help advisors make investment decisions using social behavioral research. The tools were exclusively developed by Titan Trading Analytics (TSXV: TTA). This will be the first time that Registered Rep and Titan have collaborated to create a financial information and investment tool.

December 6, 2011 - A2 Capital Selects Titan TickAnalyst for Research and Semi-Automated Trading.  The company has entered into a license agreement with A2 Capital Management, an alternative asset management firm in Calgary, Alberta which specializes in US and Canadian Equities and Equity Options.  A2 is a King/Short Fund which was looking to incorporate more quantitative strategies into their investment approach.  Titan’s streaming research can be traded electronically via the FIX protocol to any execution destination.

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RECENT AND NEW ACCOUNTING PRONOUNCEMENTS

Recent Accounting Standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

In January 2010, the FASB issued ASU No. 2010-05 Compensation - Stock Compensation (Topic 718). This accounting standards update codifies EITF Topic D-110, Escrowed Share Arrangements and the Presumption of Compensation.  When evaluating whether presumption of compensation has been overcome, registrants should consider the substance of the arrangement, including whether the arrangement was entered into for purposes unrelated to, and not contingent upon, continued employment.  An escrowed share arrangement in which the shares are automatically forfeited if employment terminates is compensation.

In April 2010, the FASB issued ASU No. 2010-13 Compensation – Stock Compensation (Topic 718).  The objective of this update is to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. It provides guidance on the classification of a share-based payment award as either equity or a liability.  A share-based payment award that contains a condition that is not a market, performance or service condition is required to be classified as a liability. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award.

In December 2010, the FASB issued ASU No. 2010-28 Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This ASU reflects the decision reached in EITF Issue No. 10-A. The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. Non-public entities may early-adopt the amendments using the effective date for public entities.

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In December 2010, the FASB issued ASU No. 2010-29 Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This ASU reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity, as defined by Topic 805 Business Combinations, that enters into business combinations that are material on an individual or aggregate basis. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early-adoption is permitted.

In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU No. 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and IFRSs.  The amendments to the FASB Accounting Standards Codification™ (“Codification”) in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. For non-public entities, the amendments are effective for annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Non-public entities may apply the amendments in ASU No. 2011-04 early, but no earlier than for interim periods beginning after December 15, 2011.

In June 2011, the FASB issued ASU No. 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Codification to allow an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  ASU No. 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. For non-public entities, the amendments are effective for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. Early-adoption is permitted.

In September 2011, the FASB issued ASU No. 2011-08 Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.  This objective of this ASU is to provide an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If, after assessing the totality of events or

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circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit.  The amendments in ASU 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued.

In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.  This ASU requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments and will be applied retrospectively for all comparative periods presented.  ASI No. 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

Future Accounting Pronouncements

International Financial Reporting Standards (“IFRS”)

In 2008, the Canadian Accounting Standards Board confirmed that the transition to IFRS from Canadian GAAP will be effective for fiscal years beginning on or after January 1, 2011 for publicly accountable enterprises.  IFRS will be effective for the Company for interim and annual financial statements relating to the Company’s fiscal year beginning on November 1, 2011.  The effective date will require the restatement for comparative purposes of amounts reported by the Company for interim periods and for the year ended October 31, 2011.

The Company has completed a comprehensive review of its accounting policy options under IFRS, evaluated the impact of the conversion on the Company’s consolidated financial statements and is in the process of preparing an opening balance sheet for November 1, 2010 under IFRS.

ADDITIONAL INFORMATION

Additional information relating to the Company can also be found on SEDAR at www.sedar.com.

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EX-99.3

Exhibit 99-3

 FILINGS - VENTURE ISSUER BASIC CERTIFICATE

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

1.   Review:  I have reviewed the annual financial statements and annual MD&A (together the “annual filings”) of Titan Trading Analytics Inc. (the issuer) for the financial year ended October 31, 2011.

1.   No misrepresentations:   Based on my knowledge, having exercised reasonable diligence, the annual 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 annual filings.

1.   Fair presentation:   Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.

Date: February 22, 2012

(signed) “John Coulter”

John Coulter

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 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 MI 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 MI 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

Exhibit 99-4

 FORM 52-109FV1

CERTIFICATION OF ANNUAL FILINGS - VENTURE ISSUER BASIC CERTIFICATE

I   John Coulter, Chief Executive Officer of  - Titan Trading Analytics Inc., certify in the capacity of Chief

Financial Officer, the following:

1. Review: I have reviewed the annual financial statements and annual MD&A (together the “annual filings”) of Titan Trading Analytics Inc. (the issuer) for the financial year ended October 31, 2011.

1.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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 annual filings.

1.  Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.

Date: February 22, 2012

(signed)                                                                       

John Coulter

Chief Executive Officer

(certifying in the capacity of Chief Financial Officer)

NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 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 MI 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 MI 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