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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

[  ]REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: October 31, 2010

OR

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[  ]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to
______________

Commission file number: 000-25289

TITAN TRADING ANALYTICS
INC.(Exact name of Registrant as specified in its
charter)

Alberta, Canada(Jurisdiction of incorporation
or organization)

Unit 120, 4445 Calgary Trail, Edmonton, Alberta, Canada
T6H 5R7(Address of principal executive offices)

Kenneth Powell, (780) 438-1239,kpowell@titantrading.com,Unit 120, 4445
Calgary Trail, Edmonton, Alberta, Canada, T6H 5R7(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person )

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on
|------------------- | ------------------------
|                    | which registered        
|N/A                 | N/A                     

Securities registered or to be registered pursuant to Section
12(g) of the Act.

Common Shares Without Par Value(Title of
Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

None(Title of Class)

The number of common shares outstanding as of October 31, 2010:
83,019,028.

---

Indicate by check mark if the registrant is a well-known
seasoned issuer as defined in Rule 405 if the Securities Act.

Yes [  ]No [X]

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

Yes [  ]No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]No [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

|Large Accelerated Filer [  ] | Accelerated Filer [  ] | Non-accelerated filer [X]
|---------------------------- | ---------------------- | -------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [  ] | International Financial Reporting Standards
      as issued by the International Accounting Standards Board [  
      ] | Other [X]
|-------------- | ----------------------------------------------------------------------------------------------------------------------- | ---------

If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow.

Item 17 [X]Item 18 [  ]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]No [X]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [  ]No [  ]

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TABLE OF CONTENTS

Titan Trading Analytics Inc.Form 20-F Annual
Report

Table of Contents

|PART I   |                                                             | 6 
|-------- | ----------------------------------------------------------- | --
|ITEM 1:  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISORS | 6 
|ITEM 2:  | OFFER STATISTICS AND EXPECTED
      TIMETABLE               | 6 
|ITEM 3:  | KEY INFORMATION                                             | 6 
|A.       | Selected Financial Data                                     | 6 
|B.       | Capitalization and Indebtedness                             | 7 
|C.       | Reasons for the Offer and Use of Proceeds                   | 7 
|D.       | Risk Factors                                                | 9 
|ITEM 4:  | INFORMATION ON THE COMPANY                                  | 13
|A.       | History and
      Development of the Company                | 13
|B.       | Business Overview                                           | 14
|C.       | Organizational Structure                                    | 20
|D.       | Property, Plants and Equipment                              | 20
|ITEM 4A: | UNRESOLVED STAFF COMMENTS                                   | 21
|ITEM 5:  | OPERATING AND FINANCIAL REVIEW
      AND PROSPECTS          | 21
|A.       | Operating
      Results                                     | 22
|B.       | Liquidity and Capital Resources                             | 22
|C.       | Research and
      Development, Patents and Licenses, etc.  | 23
|D.       | Trend Information                                           | 24
|E.       | Off-balance
      Sheet Arrangements                        | 24
|F.       | Tabular Disclosure of Contractual Obligations               | 24
|ITEM 6:  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                  | 24
|A.       | Directors and Senior Management                             | 25
|B.       | Compensation                                                | 26
|C.       | Board Practices                                             | 28
|D.       | Employees                                                   | 32
|E.       | Share Ownership                                             | 32
|ITEM 7:  | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS     | 35
|A.       | Major Shareholders                                          | 35
|B.       | Related Party
      Transactions                            | 37
|C.       | Interests of Experts and Counsel                            | 39
|ITEM 8:  | FINANCIAL INFORMATION                                       | 39
|A.       | Consolidated Statements and Other Financial Information     | 39
|B.       | Significant
      Changes                                   | 39
|ITEM 9:  | THE OFFER AND LISTING                                       | 39
|A.       | Offer and
      Listing Details                             | 39

Page 3

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|B.        | Plan of Distribution                                                         | 41
|--------- | ---------------------------------------------------------------------------- | --
|C.        | Markets                                                                      | 41
|D.        | Selling Shareholders                                                         | 41
|E.        | Dilution                                                                     | 41
|F.        | Expenses of the Issue                                                        | 41
|ITEM 10:  | ADDITIONAL INFORMATION                                                       | 41
|A.        | Share Capital                                                                | 41
|B.        | Articles of
      Incorporation                                              | 41
|C.        | Material Contracts                                                           | 42
|D.        | Exchange
      Controls                                                      | 42
|E.        | Taxation                                                                     | 43
|F.        | Dividends and
      Paying Agents                                            | 51
|G.        | Statement by Expert                                                          | 51
|H.        | Documents on
      Display                                                   | 51
|I.        | Subsidiary Information                                                       | 51
|ITEM 11:  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK             | 51
|ITEM 12:  | DESCRIPTIONS OF SECURITIES
      OTHER THAN EQUITY SECURITIES                | 52
|          |                                                                              |   
|PART II   |                                                                              | 52
|ITEM 13:  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 52
|ITEM 14:  | MATERIAL MODIFICATIONS TO THE
      RIGHTS OF SECURITY HOLDERS AND           |   
|          | USE OF PROCEEDS                                                              | 52
|ITEM 15:  | CONTROLS AND PROCEDURES                                                      | 52
|A.        | Disclosure
      Controls and Procedures                                     | 52
|B.        | Management/Annual Report on Internal Controls over Financial
      Reporting | 52
|C.        | Attestation
      Report of the Registered Public Accounting Firm            | 53
|D.        | Changes in Internal Control Over Financial Reporting                         | 53
|ITEM 16A: | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 53
|ITEM 16B: | CODE OF ETHICS                                                               | 53
|ITEM 16C: | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 53
|ITEM 16D: | EXEMPTIONS FROM THE LISTING
      STANDARDS FOR AUDIT COMMITTEES .           | 54
|ITEM 16E: | PURCHASES OF EQUITY SECURITIES BY AFFILIATED
      PURCHASERS                | 54
|          |                                                                              |   
|PART III  |                                                                              | 55
|ITEM 17:  | FINANCIAL STATEMENTS                                                         | 55
|ITEM 18:  | FINANCIAL STATEMENTS                                                         | 91
|ITEM 19:  | EXHIBITS                                                                     | 91

Page 4

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NOTE REGARDING FORWARDLOOKING STATEMENTS

Certain statements in this document constitute forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended (Exchange Act). Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as expects or does not expect, is
expected, anticipates or does not anticipate, plans, estimates or
intends, or stating that certain actions, events or results may, could,
would, might or will be taken, occur or be achieved) are not statements of
historical fact and may be forward-looking statements. Such statements are
included, among other places, in this document under the headings Business
Overview, Operating and Financial Review and Prospects and Trend
Information. Forward-looking statements are based on expectations, estimates
and projections at the time the statements are made that involve a number of
risks and uncertainties which could cause actual results or events to differ
materially from those presently anticipated. These include, but are not limited
to, our history of losses and likelihood of continued losses, our need for
additional financing, our desire to acquire certain rights and interests to our
software, the potential effect and impact of certain United States and Canadian
securities laws on our business activities, the control certain shareholders exercise over us, competition, the market acceptance of our
software, our ability to develop and release new software products and services,
our dependence upon key personnel, our lack of an experienced sales staff or
marketing personnel, the nature of our business, the volatility of the price for
our common shares, potential product liability claims, our need for improved
intellectual property protection, our common shares being deemed a penny stock
under United States securities laws, and the potential inability for United
States investors to enforce United States judgments against us or our officers
or directors and the effect of our PFIC (as defined below) status on our United
States shareholders. Additional information concerning these and other factors
that could affect our operations or financial results are included in this
document under Item 3.D.  Risk Factors. Although we believe that the
expectations reflected in our forward-looking statements are reasonable, we
cannot guarantee future results, performance and achievements or other future
events. We are under no duty to update any of our forward-looking statements
after the date of this report. You should not place undue reliance on such
forward-looking statements.

CURRENCY AND EXCHANGE RATES

The following table sets out the exchange rates, based on the
noon buying rates in New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of New York, for the
conversion of Canadian dollars into United States dollars in effect at the end
of the following periods, and the average exchange rates (based on the average
of the exchange rates on the last day of each month in such periods) and the
range of high and low exchange rates for such periods.

U.S. Dollars Per Canadian Dollar

Year Ended October 312010
    2009
    2008
    2007
    2006
    2005
    2004
    2003Average for Period
    0.9635
    0.860
    0.9690
    0.9811
    0.8831
    0.8213
    0.7634
    0.6880


The following table sets out the high and low exchange rates
for one CDN $ expressed in terms of one US$ in effect at the end of the
following periods.

U.S. Dollars Per Canadian Dollar

October
    
    
    November
    
    
    **December**
    
    
    January
    
    
    February
    
    
    **March**2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011
    
    
    2011High for the Month
    
    0.969
    
    
    .9743
    
    
    .9825
    
    
    .9978
    
    
    1.0045
    
    
    1.0083Low for the Month
    
    0.997
    
    
    .9987
    
    
    1.0054
    
    
    1.014
    
    
    1.0268
    
    
    1.0324


At December 31, 2008 the Federal Reserve Bank of New York
ceased publishing foreign exchange quotations. As of January 1, 2009 the Company
began using the closing rate for foreign exchange published by the Bank of
Canada. As of April 28, 2011, the Closing exchange rate of Canadian dollars into
United States dollars published by the Bank of Canada was US
1.0514 (US$1.00 = CDN$0.9511).

In this Form 20-F, unless otherwise specified, all monetary
amounts are expressed in Canadian dollars.

References to Titan, the Company, we and us are
references to Titan Trading Analytics Inc.

Page 5

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PART I

ITEM 1:       IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2:       OFFER STATISTICS
AND EXPECTED TIMETABLE

Not applicable.

ITEM 3:       KEY
INFORMATION

A.    Selected Financial Data

The following tables set forth our financial data for our
fiscal years ended October 31, 2010 through to 2006. We derived all figures from
our financial statements, which were audited by our independent auditors. This
information should be read in conjunction with our financial statements included
in this annual report.

Our financial statements included in this annual report and in
the table set forth below have been prepared in accordance with generally
accepted accounting principles in Canada, which may differ from United States
generally accepted accounting principles. A reconciliation to United States
generally accepted accounting principles is included in Note 17 to our audited
financial statements.

FISCAL YEAR ENDED:OCT 31, 2010
    OCT 31, 2009
    OCT 31, 2008
    OCT 31, 2007 (Restated)
    OCT 31, 2006 (Restated)REVENUE
    -
    -
    -
    -
    -EXPENSES
    $2,977,117
    $3,529,427
    $3,081,814
    $2,587,613
    $1,716,500INTEREST/OTHER INCOME
    $ ---
    $678
    $5,829
    $7,975
    -NET LOSS FOR YEAR CDN GAAP
    $2,977,117
    $3,528,749
    $3,075,985
    $2,579,638
    $1,716,500NET LOSS FOR YEAR US GAAP
    $2,977,117
    $3,528,749
    $3,075,985
    $2,579,638
    $1,716,500NET LOSS PER SHARE CDN GAAP
    ($0.05)
    ($0.07)
    ($0.07)
    ($0.07)
    ($0.06)NET LOSS PER SHARE, BASIC AND DILUTED, US
      GAAP
    ($0.05)
    ($0.07)
    ($0.07)
    ($0.07)
    ($0.06)NET WORKING CAPITAL
    127,469
    ($241,862)
    ($199,946)
    ($434,823)
    ($104,593)TOTAL ASSETS CDN GAAP
    $1,165,093
    $869,397
    $1,528,919
    $431,402
    $455,704TOTAL ASSETS US GAAP
    $1,367,093
    $869,397
    $1,528,919
    $431,402
    $455,704NET ASSETS
    $614,928
    $291,896
    $839,586
    ($252,053)
    ($42,158)


Page 6

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FISCAL YEAR ENDED:OCT 31, 2010
    OCT 31, 2009
    OCT 31, 2008
    OCT 31, 2007 (Restated)
    OCT 31, 2006 (Restated)CAPITAL STOCK
    $15,845,770
    $13,591,954
    $11,707,655
    $8,795,045
    $6,717,678SHARES OUTSTANDING
    83,019,028
    58,317,878
    49,214,345
    37,813,699
    30,814,497LONG-TERM OBLIGATIONS
    360,003
    NIL
    NIL
    NIL
    NIL


We have not, since our incorporation, paid any dividends on any
of our shares and presently have no intention of paying dividends. The future
dividend policy will be determined by the Board of Directors on the basis of
earnings, financial requirements and other relevant factors.

B.    Capitalization and Indebtedness

On August 27, 2010, the Company issued $294,000 in convertible
debentures. The debentures will mature on August 26, 2012 and bear interest of
12% per annum. The maturity date can be reduced to August 26, 2011at the option
of the holder. The debentures will be convertible into 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
debt and equity components as follows:

|                                                            |   | 2010    |   |   | 2009 | 
|----------------------------------------------------------- | - | ------- | - | - | ---- | 
|                                                            |   |         |   |   |      | 
|Face value of convertible debentures                        | $ | 294,000 |   | $ | ---  | 
|Portion of
      convertible debentures allocated to equity |   | (11,564 | ) |   | ---  | 
|                                                            |   | 282,436 |   |   | ---  | 
|Interest expense                                            |   | 1,073   |   |   | ---  | 
|                                                            |   |         |   |   |      | 
|                                                            | $ | 283,509 |   | $ | ---  | 

Page 7

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Titans capitalization as of October 31, 2010, consisted of
$614,928 in equity and $283,509 in long-term debt. Titan believes that the
capitalization as of October 31, 2010 represents an adequate capital
structure.

The table below shows a statement of capitalization and
indebtedness as of October 31, 2010.

| | (a) |                                      
| | --- | -------------------------------------
| | (b) | Capitalization as at October 31, 2010

|Total Current Debt                              |  | 2,111       |  
|----------------------------------------------- |  | ----------- | -
|Unsecured loans and advances                    |  | 2,111       |  
|                                                |  |             |  
|Total Non-Current Debt                          |  | 283,509     |  
|Convertible debentures                          |  | 283,509     |  
|                                                |  |             |  
|Shareholders Equity                            |  | 614,928     |  
|Share Capital                                   |  | 15,845,770  |  
|Warrants                                        |  | 1,901,217   |  
|Contributed Surplus                             |  | 2,899,907   |  
|Convertible debentures  equity
      component |  | 11,564      |  
|Deficit                                         |  | (20,043,530 | )
|                                                |  |             |  
|Total
      capitalization (A+B+C)              |  | 900,548     |  
|                                                |  |             |  
|Indebtedness as at October 31, 2010             |  |             |  
|                                                |  |             |  
|Liquidity                                       |  | 269,736     |  
|Cash at bank and hand                           |  | 209,736     |  
|Short-term investment                           |  | 60,000      |  
|                                                |  |             |  
|Current other receivables                       |  | 10,088      |  
|Other accounts receivable                       |  | 10,088      |  
|                                                |  |             |  
|Current financial debt                          |  | (190,082    | )
|Current trade and other payables                |  | (187,971    | )
|Unsecured loans and advances                    |  | (2,111      | )
|                                                |  |             |  
|Net current financial indebtedness (A+B-C)      |  | 89,742      |  
|                                                |  |             |  
|Non-current financial indebtedness              |  | (283,509    | )
|Convertible
      debentures                    |  | (283,509    | )
|                                                |  |             |  
|Net financial
      indebtedness (A+B-C-E)      |  | (193,767    | )

Page 8

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C.    Reasons for the Offer and Use of
Proceeds

The Company raised additional funds through the offering of a
convertible debenture in 2010. The net proceeds from the debentures was to
enhance marketing and training programs, software development and for working
capital.

D.    Risk Factors

The risk factors set forth below are believed to be important
in that they may have a material impact upon our future financial performance
and could cause actual results to differ materially from those expressed in any
forward-looking statement we make. Note that unknown factors, not discussed in
this annual report, could also have a material adverse effect on our actual
financial and other results. The factors below should be considered in
connection with any financial and forward-looking information in this Form 20-F
and the cautionary note regarding forward-looking statements contained on pages
4 and 5.

The unprecedented financial events of late 2008 and the
resulting global recession continue to have, a significant impact on the
business climate in general. The risks below are not the only ones that the
Company faces. Some risks are not yet known to the Company and some that the
Company does not currently believe to be material could later turn out to be
material. All of these risks could materially affect the Companys business,
revenue, operating profit, earnings, net assets and liquidity and/or capital
resources.

We have had a history of losses and there is a likelihood of
continuing operating losses.

We were incorporated on November 30, 1993, commenced operations
in May 1994 and have yet to establish profitable business operations. To date,
we have been largely engaged in product research and development and
establishing a marketing strategy. Our accumulated deficit through October 31,
2010 is $20,043,530. Our initial products and planned services are just
beginning to become available for market release and sale. We thus have a
limited operating history and are expected to continue to incur losses and
negative cash flow in the immediate future as these new products and services
are completed and marketed. Our ability to succeed depends upon us achieving
positive cash flow, failing which we will have to seek additional financing, and
there can be no assurance that any additional financing will be available on
acceptable terms, or at all.

We will need additional financing to fund our operations in
the future.

As at October 31, 2010, we had $209,736 cash and receivables
totaling $10,088.

We will need additional financing to fund our operations in the
future. There can be no assurance that we will be successful in raising
additional funds or that additional financing, if any, can be obtained on terms
acceptable to us. Such financing, to the extent that it is available may result
in substantial dilution to our shareholders. To the extent such financing is not
available, we may not be able to, or may be delayed in, continuing to
commercialize our software products and services, and we may have to curtail our
operations.

Certain of our software will be used in United States and
Canadian financial markets and may result in increased regulation of our
business activities.

The manner in which we market, sell and derive revenues from
our automated trade selection and order entry software may result in certain
United States securities laws regulating our activities, namely the Investment
Company Act of 1940, as amended, the Investment Advisors Act of 1940, as
amended, and federal and state broker-dealer laws. If we decide to engage in
business activities that are regulated by any of such laws, our legal and other
compliance costs associated with operating our business will likely increase
significantly.

Page 9

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Certain of our shareholders may exercise control over
matters voted upon by our shareholders.

Certain of our officers, directors and entities affiliated with
us together beneficially owned a significant portion of our outstanding common
shares as of April 28, 2011. These shareholders are able to exercise significant
influence over matters requiring shareholder approval, including the election of
directors and the approval of mergers, consolidations and sales of our assets.
This fact may prevent or discourage tender offers for our common shares.

We are in later stage of development however, there is no
assurance of market acceptance of our software.

Our revenue model is to exploit automated trade selection and
order entry software, as follows:

- by establishing a profitable trading operation; and/or
- by licensing software and providing support services to third parties.

We are currently exploring several opportunities; however,
there can be no assurance we will be successful in our efforts.

Our products and services face significant competition in
the marketplace.

A number of our competitors have substantially greater
financial, technical and marketing resources. In addition, the market for our
software products continues to develop, and additional competitors with
substantially greater financial, technical and marketing resources may enter the
market and competition may intensify. Current or future competitors may develop
software products that are superior to our software products or achieve greater
market acceptance.

We will depend on the timely development and release of new
software products and services.

The achievement of our business objectives and our future
operating results is dependent upon completion and execution of our marketing
strategies and on the continued development and successful deployment of our
trading software products and services. Timing in this regard is crucial, as
other similar services that reach the market prior to ours may capture a
significant portion of market share. There can be no assurance that the timing
of our business plan will allow us to achieve profitability in our
operations.

We Operate in a highly competitive market

The financial services market is intensely competitive and
characterized by the existence of larger established trading and trading
software companies along with the frequent entry of new competitors and
introductions of new software programs, features and technical innovations.
Numerous competitors are already established in this marketplace. Many of these
companies may have greater resources, and recognition than us. In addition,
there can be no assurance that we will be successful in our efforts, or, if
successful, that we will have the resources to sustain any early growth or
market penetration we may achieve.

In addition, the market for online trading of stocks and
related services accessible to personal computer users is changing rapidly. The
applications growth and emergence of the Internet as a low-cost source of
worldwide financial market data, subscriptions, trade execution and research
services, has already threatened the existence of established data and
information vendors, as well as full-service brokers. This creates technical,
competitive and business trends, the outcomes of which are uncertain and which
may adversely affect our business.

Page 10

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We depend on key personnel.

We depend on key personnel whose loss of service would have an
adverse effect. We depend on our Chief Technology Officer, Mr. Gossland, and our
President, and CEO, John Coulter, for the success
of our intended business plan. We currently have a formal employment agreement
with Mr. Coulter and are currently working on renewing and revising the expired
employment agreement for Mr. Gossland and Mr. Carrozza. The loss of their
services would have a materially adverse effect upon our future operating
profits and prospects.

We intend to develop a securities trading business that may
result in us incurring significant trading losses.

In the future, we plan to establish proprietary in-house
trading activities, most likely through a subsidiary company or partnership
arrangement. Such trading activity will involve a risk that we incur trading
losses. Investors, partners and subscribers must expect trading losses in actual
trading operations and potentially wide fluctuations in monthly trading
performance. This presents an ongoing legal and financial risk, notwithstanding
the protection we are afforded by the careful use of industry standard legal
disclaimers.

Our intellectual property may not be appropriately protected
and we may be infringing upon the proprietary rights of third parties.

We depend on our ability to protect the core proprietary
software technologies we have developed. In this regard, we rely on a
combination of trade secrets, technical complexity, common law copyright and
trademark protection, licensing agreements, password protection and software
encryption schemes, as well as on the physical security of our source code.
Despite these measures and precautions, it may be possible for an unauthorized
third-party to copy our core technologies and either offer them to the
marketplace as its own, or to use them without paying. To date, we have not
sought to obtain copyright registration or patent protection for any of our
software products, though we may do so in the future. There can be no assurance,
however, that such registration will be granted if applied for. Also, certain
aspects of our software products are not subject to intellectual property
protection in law, and to the extent such protection might be available,
practical and legal distinctions may apply in different jurisdictions. In
addition, there can be no assurance that competitors will not develop similar
technology, products and services, and if they do, this could reduce the value
of our proprietary technology and our ability to effectively compete.

Although we believe that we have the right to use all of the
intellectual property incorporated in our software products, third parties may
claim that our software products violate their proprietary rights, including
copyrights and patents. The cost of litigation necessary to defend our right to
use the intellectual property incorporated in our software products may be
prohibitive. If any such claims are made and found to be valid or we determine
it prudent to settle any such claims, we may have to re-engineer our software
products or obtain licenses from third parties to continue offering our software
products or in whole or in part cease using such technology. Any efforts to
re-engineer our software products or obtain licenses from third parties or cease
using such technology may not be successful and could substantially increase our
costs and have a material adverse effect on our business, financial condition
and results of operations.

As a developing company, the market price of our shares may
be volatile.

Factors such as news announcements on our financial position,
financial results and business developments, technical developments and
innovations, competitors or third parties, industry developments in
high-technology companies in general or securities trading software companies
and securities trading platforms more particularly, on general stock market
conditions, changes in interest rates or general economic conditions, unexpected
and extreme general stock market price and volume fluctuations, or a lack of
share volume liquidity, may individually or collectively have the effect of
causing substantial fluctuations in the traded price of our common shares.
Changes in the trading price of our shares may be unrelated to our performance
or future prospects. In addition, investors in our shares may lose their entire
investment if we incur large trading losses or if we fail in our business.

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During the 2010 fiscal year, the closing price of our common
shares as traded on the TSX Venture Exchange ranged from $0.10 to $0.35.

Our stock is thinly-traded meaning that the number of
persons interested in purchasing our common stock at or near ask prices may be
relatively small.

Titan common stock is thinly-traded on the Over-the-Counter
Bulletin Board, meaning that the number of persons interested in purchasing our
common stock at or near ask prices at any given time may be relatively small or
non-existent. This situation is attributable to a number of factors, including
the fact that Titan is a small company which is relatively unknown to stock
analysts, stock brokers, institutional investors and others in the investment
community that generate or influence sales volume, and that even if Titan came
to the attention of such persons, they tend to be risk-averse and would be
reluctant to follow an unproven development stage company such as Titan or
purchase or recommend the purchase of Titans shares until such time as it
became more seasoned and viable. As a consequence, there may be periods of
several days or more when trading activity in our common stock is minimal or
non-existent. We cannot give any assurance that a broader or more active public
trading market for our common stock will develop or be sustained, or that
current trading levels will be sustained. Due to these conditions, we can give
no assurance that holders of our common shares will be able to sell their shares
at or near ask prices or at all if they desire to liquidate their shares.

We may be subject to product liability claims.

We do not maintain product liability insurance against defects
in the general performance of our software products. There can be no assurance
that we will not be exposed to potential product liability claims in all markets
in which we may sell or license our products or offer our services.

Our stock may be deemed a penny stock and additional
disclosure requirements may be imposed when trading our common shares.

Since the trading price of our common shares is less than
US$5.00 per share, trading in our common shares are subject to the requirements
of certain rules promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act), which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock. A broker-dealer is required to deliver to a customer information
regarding the risks of investing in penny stocks, its offer and bid prices for
the penny stock and the amount of compensation received by the broker-dealer
with respect to such transaction. The additional burdens imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in our
common shares, which could reduce the liquidity of our common shares and thereby
have a material adverse effect on the trading market for our securities.

A third-party may be unable to enforce U.S. judgments
against us or our officers and directors.

We are incorporated under the laws of Alberta, Canada and, all
of our directors and officers, with the exception of Messrs. Coulter, Terk and
Carrozza, are residents of Canada. Consequently, it may be difficult for United
States investors to effect service of process within the United States upon us
or upon those directors or officers who are not residents of the United States,
or to realize in the United States upon judgments of United States courts
predicated upon civil liabilities under the Exchange Act. A judgment of a U.S.
court predicated solely upon such civil liabilities may be enforceable in Canada
by a Canadian court if the U.S. court in which the judgment was obtained had
jurisdiction, as determined by the Canadian court, in the matter. There is
substantial doubt whether an original action could be brought successfully in
Canada against any of such persons or us predicated solely upon such civil
liabilities.

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Our U.S. shareholders may face adverse tax consequences
resulting from our PFIC status.

We believe that we qualify as a passive foreign investment
company (PFIC) for the fiscal year ended October 31, 2010 and may qualify as a
PFIC in the future with respect to our U.S. shareholders because our only source
of income is interest, a passive source of income under the PFIC rules.

See Item 10.E. Taxation - United States Federal Income Tax
Consequences for a more detailed discussion of material United States federal
income tax consequences for U.S. shareholders.

ITEM 4:       INFORMATION ON
THE COMPANY

A.    History and Development of the Company

We were incorporated and validly exist as a corporation under a
former Companies Act, as that term is defined in the Business Corporations
Act(British Columbia), on November 30, 1993 under the name KBK No. 24
Ventures Ltd. We changed our name to Titan Trading Analytics Inc. by filing
of an amendment to our Articles of Incorporation on November 14, 1994. The
company began trading publicly on July 24, 1996. We continued the Company under
the Business Corporations Act (Alberta) on April 26, 2005. Our registered
and records office is located at Unit 120, 4445 Calgary Trail, Edmonton, Alberta
T6H 5R7. Our telephone number is 780-438-1239.

On November 23, 1994, we incorporated Titan Trading Corp., a
wholly owned subsidiary, under a former Companies Act, as that term is defined
in the Business Corporations Act (British Columbia), as a wholly owned
subsidiary. Titan Trading Corp. was continued under the Business Corporations
Act (Alberta) on August 22, 2006. This subsidiary was originally
incorporated with a view to eventually forming a separate trading business, but
to date has conducted no business. It has no income, expenses, assets or
liabilities and is presently an inactive subsidiary.

We have an additional wholly owned subsidiary, Titan Trading GP
Inc. (Titan GP), a corporation established under the laws of Alberta, which is
the general partner for Titan Trading Limited Partnership 2 (TTLP2) a limited
partnership formed on January 18, 2006 under the laws of Alberta. TTLP2 was
created to raise financing by offering limited partnership interests. Titan GP
will receive a management fee and a share in the distributions and the carried
interest with the limited partners. The purpose of TTLP2 is to raise financing
and then trade the funds using our Titan TickAnalyst software (TickAnalyst)
and the N1 Expert System software. This activity is not being pursued by the
Company at the present time. Any and all trading operations are being conducted
by its wholly owned subsidiary, Titan Trading USA, LLC.

Titan GP was also the general partner for Titan Trading Limited
Partnership 1 (TTLP1), a limited partnership formed on February 14, 2005 under
the laws of Alberta. TTLP1 was created to raise financing by offering limited
partnership interests and after its two year term, was dissolved in 2007 and the
principal investment plus interest was returned to the respective investors.

Further, we have two U.S. based wholly owned subsidiaries,
Titan Trading USA, LLC (Titan USA), which is a Delaware limited liability
company qualified to do business in New York and Florida and Titan Holdings USA,
LLC (Titan Holdings), which is a Florida limited liability company. Thepurpose of Titan USA is raise financing from US subscribers and then trade
the funds using the TickAnalyst software.

We have not been involved in any bankruptcy, receivership or
similar proceedings, nor have we been a party to any material reclassification,
merger, consolidation or purchase or sale of a significant amount of assets.

Our principal capital expenditures and divestitures during the
last three financial years are as follows:

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2010
    2009
    2008Purchase (sale) of property and equipment
    $ ---
    $47,179
    $731,147Purchase of Technology Rights
    $398,000
    $ ---
    $ ---


Other than as set out below, there are no principal capital
expenditures currently in progress or anticipated.

In 2008, the Company moved to a new home office in Edmonton,
Alberta. The 4,500 square foot data center supports the Companys market
roll-out and redundancy operations, and our server room is housed in a secured
300 foot former bank vault. The server room itself is equipped with rack-mounted
multi-core servers, a backup air-conditioning system, an inert-gas fire
suppression system, and a 100kw diesel-powered electrical backup system.

There are no divestitures currently in progress.

There has been no indication of any public takeover offers by
third parties in respect of our common shares or by us in respect of other
companies shares during the last or in the current financial year.

B.    Business Overview

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.

Beginning in 1994 and continuing through 1995, Titan was
generally focused on the development of initial software products and therefore
conducted few trading or trade-testing activities. From 1996 through to 2002,
Titan developed and introduced several software trading products including: (a)
NeuralEdge  a neural network based trading system for S&P futures
contracts, (b) currency trading signals via fax, (c) VirtualTrader, a
discretionary training and testing software application, (d) the Big Board
trading model, a proprietary setup of indicators and trading screens for
discretionary trading, (e) Titan Market Commentary, a web-based stock commentary
subscription service, and (f) Titan Market Watch, a web-based stock trading
presentation package.

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At the end of 2002, the company underwent a change of senior
management and development plans. The aforementioned products were put on hold
and the company began development of new products.

In June 2003, Titan acquired rights to certain automated
trading and analytic software, which it then called the Titan Order Processing
Software (TOPS), from Cignal Technologies, LLC (Cignal) and it has continued
to develop an automated trading platform based on TOPS. Cignal is owned by Mr.
Philip Carrozza, Titans US Director of Trading Operations. The Company has not
had any significant revenues in the last 7 fiscal years, ending with 2010.

Principal Products, Services and Markets

The Company has focused its attention on development of complex
event processing software trading technology over the last several years.
Starting from its earlier TOPS technology, the company created a proprietary
Complex Events Processing (CEP) engine. This wholly owned technology provides an
end-to-end solution, from market data coming in, to the generation of trading
signals. The first version of this software was based on a client-server model
using two communications applications, called TopView and TopViewClient, to
transmit the trading signals. This suite of applications includes the Trade
Recommendation Engine, TopView, TopViewClient, and Titans Order Management
Software (TOMS). This first collection of applications is now known as the
TopView suite.

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.

TopView suite 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.                                

Titan currently trades in a proprietary trading account using
the TopView suite of products. The TopView suite is a fully integrated, scalable
algorithmic trading system that incorporates a variety of trading models,
including trend-following, countertrend and mean reversion models shownto 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.

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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 though a combination of manual,
GreyBox discretionary trading and automated BlackBox computer based trading,
as discussed below.

GreyBox Trading

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

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

|1. | present the trader with high quality technical based
      trading opportunities;      
|-- | ---------------------------------------------------------------------------------------
|2. | allow the GreyBox trader to have complete control over
      which trades are executed;
|3. | 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.    

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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.
Titan retained the Trade Recommendation Engine at the heart of the system and
replaced the TopView and TopViewClient communications components with a
browser-based client solution. It also replaced the TOM order execution software
with a broker-neutral FIX engine.The TickAnalyst platform combines tightly
integrated proprietary components, including the Trade Recommendation Engine (a
CEP engine), a largescale tick database, a direct market access (DMA) system,
and FIX integration.

The signals are now delivered quickly and easily to any
traders 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. 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.

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 human emotional elements. The software continues to
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.

Milestones

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 a rapidly growing area of the financial industry, which is still
recognized as being technologically behind the substantial academia that already
supports it. Human psychology and
emotions directly influence the perception of risk. By applying a systematic
approach, we are attempting to model the human minds attitude towards trading
by overcoming these deficiencies.

July, 2010 - The Company established a second data
center located in Atlanta, Georgia for its network operations, an important step
in Titan's mission to provide a fully-redundant fault-tolerant service to its
clients. The new data center operates from a colocation facility that includes
physical security, fully redundant power and HVAC, controlled temperature and
humidity, fire-threat detection and suppression, 24x7x365 critical monitoring,
on-site staff with secure access and SAS 70 certification. Titan will use the
new site to conduct its primary real-time trading operations and research. The
Edmonton site will continue to provide testing and support services and
redundancy will be phased in. Backup hardware to support fault tolerance is
being procured.

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Company Personnel

In January 2006, David Terk CPA, B.Sc. was appointed Chief
Financial Officer of Titan USA, and the Company entered into a consulting
agreement with Tony Robinson to assist Titan USA with foreign exchange trading
and risk management.

In April 2006, the Company appointed Eric Davidson, Technical
Research Analyst, to lead the research for our GreyBox (semi-automated) Equity
Trading Division. Mr. Davidsons appointment was in preparation for the launch
of our proprietary market data analysis platform, TickAnalyst. He is
instrumental in the testing, implementation and ongoing operations of our
BlackBox (fully automated) Division as TickAnalyst comes online.

In March 2009, the Company announced the addition of Daniel
Robinson, as Head of European Trading, to its team. Mr. Robinson has been an
investment analyst for Invesdar Global Advisors Ltd., a UK based investment
consulting firm with an emphasis on global asset allocation, global hedge fund
selection and portfolio construction since 2006. Mr. Robinson has a degree in
Business Information Systems from the Nottingham Business School, in the United
Kingdom. He also holds the Investment Management Certificate from CFA UK and is
working towards level II of the Chartered Alternative Investment Analyst
designation. Mr. Robinson will play a key role in the implementation of our
internal asset management revenue model on a global scale.

In October 2009, Joseph Francese was elected to the board of
directors. Mr. Francese will also serve as a member of Titans audit committee.
Mr. Francese is Chief Investment Officer (CIO) of PROFORMA Capital Inc. and
along with his partners, manages two proprietary high income funds for
Institutional and High Net Worth investors. As CIO of PROFORMA, Mr. Francese
chairs its investment committee and is responsible for analyzing and monitoring
existing and prospective investments, as well as developing investment
strategies. Prior to his role as CIO, Mr. Francese came with 15 years of
experience working with high net worth investors consulting on over $100 million
of investor assets during his advisory career. Mr. Francese serves and advises
several local charitable groups and is a Chartered Financial Analyst (CFA)
Charterholder.

In August 2010, the Company terminated consulting agreements
with 2 consultants working for Titan USA and 1 consultant working for Titan
Trading Analytics Inc.

In August 2010, the Company hired Brett Decker as a consultant
to oversee Product Management. Mr. Decker previously held IT Management
positions with Maverick Capital, one of the worlds largest hedge funds and
previously at Carlson Capital, a $2 billion hedge fund in Dallas, Texas.

In September, 2010, 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.

In September 2010 , the Company re-entered into service
contract agreements with Mr. Philip Carrozza and Mr. Michael Gossland as well as
two other long-term consultants to the Company.

In October 2010, the Company terminated the agreement of 1
consultant working for Titan USA. 1 consultant from Titan Trading Analytics Inc.
resigned.

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Marketing and Sales

In conjunction with Mr. Coulters hiring, the Company has
developed a comprehensive business and marketing plan covering operations to the
end of the year and beyond. Under that plan, the Company is currently preparing
for a formal product launch in 2011/Q1 and 2011/Q2.

Intellectual Property Rights

As at October 31, 2010, all pre-existing Software Transfer
Agreements between the Company and Mssrs Philip Carrozza and Michael Gossland
expired.

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

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

Status of New Products or Services

Titan is constantly refining its trading software to maintain
its integrity and marketability. As a result, we will be continuing to incur
development costs. Subject to available financing, we anticipate spending
approximately $750,000 over the next year on our development efforts. No new
products, however, other than those described in this annual report, have been
announced to the public.

Competition

Our principal competitive advantage lies in the unique
multi-timeframe system logic comprising the core of the TickAnalyst Technology.
Although similar analysis can be done by a properly trained human trader, once
automated, a computer can find a much larger number of signals and execute them
more efficiently. Management is not aware of any competitors using the same or
similar software logic. A second advantage is that we utilize low cost order
execution platforms without high start-up or ongoing monthly operational
costs.

The financial services market, however, is intensely
competitive and characterized by the frequent entry of new competitors and
introductions of new software programs, features and technical innovations.
Numerous competitors are already established in this marketplace. There can be
no assurance that we will be successful in our efforts, or, if successful, that
we will have the resources to sustain any early growth or market penetration we
may achieve.

There are large numbers of established financial trading and
trading software companies. Many are larger than us, have longer operating
histories, more established track records, greater name recognition, a larger
installed base of customers, and greater financial, technical, sales, marketing
and other resources. Moreover, if we achieve significant success in penetrating
the financial software market, financially stronger companies may seek to enter
this market and compete for market share.

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The market for online trading of stocks and related services
accessible to personal computer users is changing rapidly. The applications
growth and emergence of the Internet as a low-cost source of worldwide financial
market data, subscriptions, trade execution and research services, has already
threatened the existence of established data and information vendors, as well as
full-service brokers. This creates technical, competitive and business trends,
the outcomes of which are uncertain.

Government Regulation

To date, governmental regulations have not materially
restricted the use or expansion of the Internet. However, the legal and
regulatory environment that pertains to the Internet is uncertain is changing.
Some of the new and existing laws which may affect our operations are in the
areas of:

- Sales and other taxes;
- User privacy;
- Pricing controls;
- Characteristics and quality of products and services;
- Consumer protection;
- Cross-border commerce;
- Libel and defamation;
- Copyright, trademark and patent infringement; and
- Other claims based on the nature and content of Internet materials.

These new and existing laws may impact our ability to market
our products and services offered on our website in accordance with our business
plans.

We may have to qualify to do business in other jurisdictions.
If we make sales of our products or services, we anticipate that sales and our
customers will be in multiple states and foreign countries. As our customers may
reside in such states and foreign countries, such jurisdictions may claim that
we are required to qualify to do business in each such state and foreign
country. Failure to qualify in a jurisdiction where required to do so could
subject us to taxes and penalties.

If we are successful raising funds and begin trading operations
with these funds, we may fall under the provisions of the Investment Company Act
of 1940 and other United States and Canadian rules and regulations governing
investment companies, investment advisors and broker-dealers. In such case, we
may incur significantly higher reporting and regulatory compliance costs. We did
not generate revenues in the 4 last fiscal years of 2006 through 2009. Our
records do not permit us to include a breakdown of total revenues by category of
activity and geographic market for any of these fiscal years. Based upon the
information available to us, we believe that most of our customers were located
in the United States during these fiscal years.

C.    Organizational Structure

We have four wholly owned subsidiaries: (1) Titan Trading
Corp., a corporation formed under the laws of the province of British Columbia,
Canada; (2) Titan Trading GP Inc., a corporation formed under the laws of
Alberta and extra-provincially registered in British Columbia, the general
partner TTLP2, limited partnerships formed under the laws of Alberta; (3) Titan
Trading USA, LLC, a Delaware limited liability company qualified to do business
in New York and Florida; and (4) Titan Holdings USA, LLC, a Florida limited
liability company.

D.    Property, Plants and Equipment

We utilize about 6,500 square feet of office space in Edmonton,
Alberta, and Atlanta, Georgia. We have rent obligations of approximately
$15,000.00 per month. With the exception of computer equipment

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located in Edmonton, Alberta, Nanaimo, British Columbia,
Atlanta, Georgia and the U.K., we currently do not have any property, plant or
equipment located elsewhere.

ITEM 4A:      UNRESOLVED STAFF
COMMENTS

Not applicable.

ITEM 5:        OPERATING
AND FINANCIAL REVIEW AND PROSPECTS

The following should be read in conjunction with our audited
financial statements and related notes accompanying this annual report. They
have been prepared in accordance with Canadian generally accepted accounting
principles. Reference should be made to Note 17 to our audited financial
statements which provide a reconciliation to U.S. generally accepted accounting
principles.

Critical Accounting Policies

The preparation of our consolidated financial statements and
related disclosures in conformity with US GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
these financial statements, and revenue and expenses during the period reported.
Estimates include allowance for doubtful accounts, estimated useful life of
intangible assets, technology rights and capital assets, provisions for
contingent liabilities, measurement of stock-based compensation, valuation
allowance for future tax assets, and reflect managements best estimates. By
their nature, these estimates are subject to uncertainty and the effect on the
financial statements of changes in estimates in future periods could be
significant. Estimates and assumptions are reviewed periodically and the effects
of revisions are reflected in the period that they are determined to be
necessary.

The Company has identified the following critical accounting
policies that affect the more significant estimates and judgments used in
preparation of its consolidated financial statements.

Research and Development Costs

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, 2010.

Capitalized costs are amortized commencing in the period of the
products commercial release. The determination of whether a project is
technically feasible involves establishing, at a minimum, that the Company has a
detailed, documented and consistent product and program design, including high
risk development issues related to the project, with the necessary resources to
complete the project. If a detailed program design is not used, technological
feasibility will be established when a product design or working model of the
software model, consistent with the product design, is complete and tested.

Stock-based Compensation Plan

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.

Page 21

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A.    Operating Results

Fiscal Year Ended October 31, 2010 Compared to Fiscal Year
Ended October 31, 2009

We incurred a net loss of $2,977,117 for the twelve-month
period ended October 31, 2010, as compared to a net loss of $3,528,749 for the
comparative period of 2009. The overall decrease in net loss in the 2010 fiscal
year is due to the decreased research and development costs, totaling $873,215
compared to $1,078,379 in 2009, and decrease in general and administrative
expense totaling $1,903,159 compared to $2,279,935 in 2009.

Professional fees for the year ending October 31, 2010 were
$66,190, as compared to $97,495 for the same period ending October 31, 2009.

Other than as described herein, the Company did not experience
any large fluctuations from quarter to quarter during 2010. The net loss for the
fourth quarter of fiscal year 2010 was $1,028,725, as compared to $1,263,439 for
the same period in fiscal 2009.

B.    Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost
exclusively through the sale of our common shares and convertible debentures. We
expect to finance operations through the sale of common shares in the
foreseeable future. There is no assurance that we will be successful in
arranging financing on acceptable terms or at all.

As at October 31, 2010, we had $209,736 cash and receivables of
$10,088 as compared to $83,162 cash and receivables of $35,180 at our prior
fiscal year end.

Equity Placements for the Fiscal Year Ended October 31, 2010

During 2010, the Company completed three private placements of
common shares, as described below:

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 whole 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 whole 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 expires 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, which raised $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
whole 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 expires 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.

Page 22

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During 2010, no options were exercised.

Equity Placements for the Fiscal Year Ended October 31, 2009

On March 17, 2009, the Company closed off a non-brokered
private placement of units (Units), which raised CDN$656,260. The Company
issued 2,187,533 Units at CDN$0.30 per Unit. Each Unit consists of one common
share (Common Share) and one-half of one common share purchase warrant (a
Warrant). Of the gross proceeds, $512,335 and $143,925 have been allocated to
the common shares and warrants respectively using the relative fair value
method. The value allocated to the common share purchase warrants was determined
using the Black-Scholes option pricing model with the following assumptions:
dividend yield of $0.00, expected volatility of 128%, risk free rate of 1.02%,
and expected life of 2 years. Each whole Warrant is exercisable into one Common
Share at a price of CDN$0.45 per Common Share during the first year following
the date of closing and at CDN$0.60 per Common Share during the subsequent year
and will expire March 17, 2011. The Company paid a total of CDN $44,056 in
finders fees.

On October 15, 2009, the Company closed of a non-brokered
private placement of units (Units), which raised CDN$1,389,000. The Company
issued 5,556,000 Units at CDN$0.25 per Unit. Each Unit consists of one common
share (Common Share) and one-half of one common share purchase warrant (a
Warrant). Of the gross proceeds, $1,180,692 and $208,308 have been allocated
to the common shares and warrants respectively using the relative fair value
method. The value allocated to the common share purchase warrants was determined
using the Black-Scholes option pricing model with the following assumptions:
dividend yield of $0.00, expected volatility of 88%, risk free rate of 1.68%,
and expected life of 2 years. Each whole Warrant is exercisable into one Common
Share at a price of CDN$0.375 per Common Share during the first year following
the date of closing and at CDN$0.50 per Common Share during the subsequent year
and will expire October 15, 2011. The Company paid a total of CDN $18,376 in
finders fees.

In order to fund operations for the next 12-month period,
sufficient funds will need to be raised through private placements. Upon
completion of our business plan we expect to raise additional funds to support
the current and future operations over a longer period. Our continuation as a
going concern is dependent upon our ability to obtain equity capital and
financing for working capital requirements. We have incurred significant
operating losses to date and we cannot predict if we will ever earn operating
income. As a result, there can be no assurance that we will be successful in
raising additional funds or that additional financing, if any, can be obtained
on terms acceptable to us. Such financing, to the extent that it is available
may result in substantial dilution to our shareholders. To the extent such
financing is not available, we may not be able to, or may be delayed in,
continuing to commercialize our software products and services, and we may have
to curtail our operations. In the event that future financings are not available
at terms acceptable to us, the Company believes it has sufficient funds to
continue for the next three months with a significant reduction in operations.

C.    Research and Development, Patents and
Licenses, etc.

The Company has spent the last three fiscal years in Research
and Development mode. It has incurred the following R&D expenses.

|                                  |   | 2010    |  |   | 2009      |  |   | 2008    | 
|--------------------------------- | - | ------- |  | - | --------- |  | - | ------- | 
|Research and Development Expenses | $ | 873,215 |  | $ | 1,078,379 |  | $ | 871,222 | 

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D.    Trend Information

With the exception of the information disclosed in Item 3.D. 
Risk Factors, we do not know of any trends or uncertainties that are likely to
have a material effect on the Company or that would cause reported financial
information not necessarily to be indicative of future operating results or
financial condition.

E.    Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that require
disclosure under this Item 5.

F.    Tabular Disclosure of Contractual
Obligations

Convertible Debenture

On August 27, 2010, the Company issued $294,000 in convertible
debentures. The debentures will mature on August 26, 2012 and bear interest of
12% per annum. The maturity date can be reduced to August 26, 2011 at the option
of the holder. The debentures will be convertible into 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
debt and equity components as follows:

|                                                            |   | 2010    |   |   | 2009 | 
|----------------------------------------------------------- | - | ------- | - | - | ---- | 
|                                                            |   |         |   |   |      | 
|Face value of convertible debentures                        | $ | 294,000 |   | $ | ---  | 
|Portion of
      convertible debentures allocated to equity |   | (11,564 | ) |   | ---  | 
|                                                            |   | 282,436 |   |   | ---  | 
|Interest expense                                            |   | 1,073   |   |   | ---  | 
|                                                            |   |         |   |   |      | 
|                                                            | $ | 283,509 |   | $ | ---  | 

|The assumptions used to fair value the equity
      component of the convertible debentures are as follows:
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|Expected dividend rate                                                                                     
|Expected volatility                                                                                        
|Risk-free interest rate                                                                                    
|Expected life of the debenture term                                                                        
|                                                                                                           

The present value of the contractual obligation of the
convertible debentures as at October 31, 2010 is $265,000 and is calculated
using the effective interest rate of 15%.

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ITEM 6:       DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES

A.    Directors and Senior Management

As of April 28, 2011, our directors were as follows:

|Name of Director   | Age
|------------------ | ---
|John Coulter       | 44 
|Dr. Kenneth Powell | 65 
|Michael Gossland   | 56 
|Philip S. Carrozza | 49 
|Dr. Harold Elke    | 56 
|Joseph Francese    | 41 
|James Leman        | 65 

As of March 31, 2011, our executive officers were as
follows:

Executive Officers
    Age
    OfficeJohn Coulter
    44
    President & Chief Executive Officer and
      Acting Chief Financial OfficerMichael Gossland
    56
    Secretary and Chief Technology OfficerDavid Terk
    37
    Chief Financial Officer of Titan USA


The following describes the business experience of our
directors and executive officers, including other directorships held in
reporting companies:

John J. Coulter,has held key senior management
positions at leading financial technology providers over the last 20 years.
Prior to joining Titan, John was VP of Global Partnerships and Alliances for
Thomson Reuters after his previous company Vhayu Technologies was acquired in
2009. In his role as VP of Marketing and Business Development at Vhayu, Mr.
Coulter created a globally recognized brand which increased revenues from $1.5
million to $12 million during his tenure. Prior to Vhayu, John was President and
COO of Javelin Technologies in New York, the worlds leading FIX engine vendor
with over 350 customers. Javelin was acquired by NYFIX (now owned by NYSE
Euronext) in 2002 for $55 million.

John also conceptualized the indication of interest (IOI) trade
management system TRIAD and led a 7 person spin-off of an existing systems
integration firm Ease Technologies. TRIAD was one of the first commercially
available FIX engines on Wall Street. After deploying TRIAD on 25 sell-side
desks in less than two years, the system was licensed exclusively to Bridge
Information and subsequently purchased by Reuters. Mr. Coulter is recognized as
an authority on use of the FIX protocol as a means for brokers to lower
infrastructure costs and increase order liquidity. John has also held various
sales management positions at ADP, Bridge, VIE Systems and Reuters

James Leman is currently a member of the Board of
Directors of the Fix Protocol Limited organization as well as a member of the
Titan Board of Directors and chairman of Titan's Audit Committee. Mr. Leman
served as Managing Director of Global Electronic Trading during a 22 year career
at Citigroup as well as head of Electronic Trading at HSBC Securities and as
President of SunGard's BRASS trading system. Mr Leman holds an MBA in Business
Administration from Fordham University 1975 and an MS in Accounting from St
Peter's College in New Jersey where he also serves on their Board of Regents.

Kenneth W. Powell, DDS, B.Sc., is a graduate of the
University of Alberta, holding Bachelor of Science (1966) and Doctor of
Dentistry (1970) degrees. Since 1970, he has been a self-employed dentist with a dental practice in Edmonton, Alberta. Since
December 2002, Dr. Powell has acted as President, Chief Executive Officer and a
director of Titan, as well as a director and the Chief Financial Officer of
Firestone Ventures Inc., a junior mining exploration company that is reporting
in British Columbia and Alberta and trades on the TSX Venture Exchange.

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Michael Gossland, M.Sc., P.Eng., is our Chief Technology
Officer, Secretary and a director. Mr. Gossland has held such positions since
1994. In 1976, he was awarded the Harrington Prize for academic excellence in
physics, and he received his Master of Science degree from the University of
Saskatchewan in 1978. In 1989, he obtained his designation as a Professional
Engineer - Electrical Branch (Association of Professional Engineers of Ontario).
From 1986 to 1991, Mr. Gossland was Software Project Manager for Sciex, a
division of MDS Health Group Inc. of Toronto, Ontario. In 2003, he joined APEG
of BC and transferred his Professional Engineering License from Ontario to
British Columbia.

Philip S. Carrozza II, is our Director of U.S. Trading
Operations and the President of Cignal. Mr. Carrozza acquired his professional
brokers license in 1987. From 1993 until 1999 when he founded Cignal, he worked
with several major trading firms in New York and the Bahamas. Mr. Carrozza is
also an attorney and a member of the Massachusetts State Bar.

Harold Elke,DDS, B.Sc., is a graduate of the University
of Lethbridge, holding Bachelor of Science (1978) and Doctor of Dental Surgery
(1982) degrees. Since 1982, he has been a self-employed dentist with a dental
practice in the Lethbridge, Alberta area. Dr. Elke has extensive business
experience in both Europe and Asia, and in commercial real estate in Canada.

Joseph Francese,is a Chartered Financial Analyst (CFA)
Charterholder, is Chief Investment Officer (CIO) of PROFORMA Capital Inc. As
CIO, Mr. Francese chairs the investment committee and is responsible for
analyzing and monitoring existing and prospective investments, as well as
developing investment strategies. Mr. Francese has 15 years experience working
with high net worth investors consulting on over $100 million of investor assets
during his advisory career.

David Terk, Mr. Terk holds a Certified Public
Accountants license in the State of New York, and a Bachelor of Science in
Accounting from the University of Maryland. After three years in the field of
public accounting, Mr. Terk entered the equity trading industry in 1997. Mr.
Terk formed the private equity trading firm Valkyrie Management Corporation,
where he actively traded equities. In 1998, Mr. Terk helped create
Livetrade.com/Alex Moore Inc. Livetrade became one of the first companies to
bring direct access Level 2 trading to the Internet. It was there Mr. Terk
earned his series 27 license and served as the companys Financial Operations
Principal.

There are no arrangements or understandings between any of our
directors or executive officers, pursuant to which they were selected to be a
director or executive officer, nor are there any family relationships among any
of our directors or officers.

B.    Compensation

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to
individual(s) who were acting as, or were acting in a capacity similar to, a
chief executive officer or chief financial officer and the three most highly
compensated executive officers whose total salary and bonus exceeded $150,000
per annum (the Named Executive Officers). The following fairly reflects the
annual compensation for services in all capacities to the Company and its
subsidiaries in respect of the Companys Named Executive Officer in our fiscal
year ended October 31, 2010.

- No executive officers salary/compensation exceeded $150,000 per annum for
  the year ended October 31, 2010.

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We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal year ended October 31,
2010.

In the most recently completed financial year, the Company did
not compensate directors for services rendered in their capacity as
directors.

Consulting Fees

During the fiscal year ended October 31, 2010, the Company paid
consulting fees to the following directors for services provided to the Company
in the normal course of operations of the business:

- Dr. Kenneth Powell - $ 79,838
- Mr. John Coulter - $ 45,000
- Mr. Michael Gossland  $120,000
- Mr. Philip Carrozza  USD$120,000

Option Grants

On January 8, 2007, options with an exercise price of $0.30 and
an expiry date of January 8, 2012 were granted to the following directors and/or
officers:

- Mr. Michael Gossland  200,000 options
- Mr. Phillip Carrozza  200,000 options
- Dr. Kenneth Powell  500,000 options
- Dr. Harold Elke  150,000 options
- Mr. David Terk  100,000 options

On January 28, 2008, options with an exercise price of $0.37
and an expiry date of January 28, 2013 were granted to the following directors
and/or officers:

- Mr. Michael Gossland  100,000 options
- Mr. Phillip Carrozza  100,000 options
- Dr. Kenneth Powell  100,000 options
- Dr. Harold Elke  50,000 options
- Mr. David Terk  75,000 options

On November 7, 2008, options with an exercise price of $0.36
and an expiry date of November 7, 2013 were granted to the following directors
and/or officers:

- Mr. Michael Gossland  25,000 options
- Mr. Phillip Carrozza  25,000 options
- Dr. Kenneth Powell  25,000 options
- Dr. Harold Elke  25,000 options
- Mr. David Terk  25,000 options

On March 6, 2009, options with an exercise price of $0.33 and
an expiry date of March 6, 2014 were granted to the following directors and/or
officers:

- Mr. Michael Gossland  200,000 options
- Mr. Phillip Carrozza  200,000 options
- Dr. Kenneth Powell  750,000 options
- Dr. Harold Elke  75,000 options
- Mr. David Terk  45,000 options

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On November 13, 2009, options with an exercise price of $0.25
and an expiry date of November 13, 2014 were granted to the following directors
and/or officers:

- Mr. David Terk - 300,000 options

On March 3, 2010, options with an exercise price of $0.17 and
an expiry date of March 3, 2015 were granted to the following directors and/or
officers:

- Mr. Michael Gossland  520,000 options
- Mr. Phillip Carrozza  120,000 options
- Dr. Kenneth Powell  120,000 options
- Dr. Harold Elke  100,000 options
- Mr. Joseph Francese 50,000 options

On November 3, 2010, options with an exercise price of $0.11
and an expiry date of November 3, 2015 were granted to the following directors
and/or officers:

- Mr. John Coulter  1,930,000 options

On November 24, 2010, options with an exercise price of $0.14
and an expiry date of November 24, 2015 were granted to the following directors
and/or officers:

- Mr. John Coulter  2,070,000 options
- Mr. Michael Gossland  666,666 options

On December 3, 2010, options with an exercise price of $0.14
and an expiry date of December 3, 2015 were granted to the following directors
and/or officers:

- Mr. James Leman  500,000 options

|(1) | Options granted to Michael Gossland expired on February
      16, 2010.                                               
|--- | ----------------------------------------------------------------------------------------------------------------------
|(2) | Options granted to Michael Gossland, Philip Carozza,
      Kenneth Powell and Robert Roddick expired on March 1, 2010.
|(3) | All options granted to Mr. Robert Roddick were cancelled
      on November 13, 2010.                                  

C.    Board Practices

Dr. Powell, Mr. Gossland, Mr. Carrozza, Mr. Roddick and Dr.
Elke have acted as our directors since December 23, 2002, September 15, 1995,
June 6, 2003 November 29, 2004 and October 24, 2006, respectively. All such
individuals were re-elected as directors and Joseph Francese was elected as a
director at our annual general meeting of shareholders held on October 2, 2009.
Mr. Roddick resigned from his position as director on September 13, 2010.

Mr. John Coulter was appointed to the board of directors and
President & CEO in September, 2010 Mr. Coulter, a management consultant with
20 years of experience in the financial trading software industry, will provide
management with direction and advice on product development and marketing.

The directors hold office until the next annual general meeting
of the shareholders, at which time they may stand for re-election, or their
earlier resignation or removal. We are required to hold an annual general
meeting once in every calendar year and not longer than fifteen months from the
last annual general meeting.

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No directors or officers have service contracts with us, nor
are they entitled to any termination benefits, except for the consulting
agreements entered into in February 2006, with each of Cignal (a company owned
by Phillip Carrozza) and Michael Gossland, whereby they will provide consulting
services to us until October 31, 2008. Both Mr. Gossland and Mr. Carrozza
continue to provide services to us and we expect to enter in to new consulting
agreements, on substantially the same terms of the original agreements, once the
Software Transfer Agreements are revised.

Audit Committee

As of March 31, 2011, our Audit Committee was comprised of Mr.
Gossland, Mr. Leman, and Mr. Francese. Mr. Gossland was appointed a Director and
member of the Audit Committee in 1996. Mr. Francese was appointed a Director and
member of the Audit Committee on October 2, 2009. Mr. Roddick and Mr. Francese
are independent members of the audit committee, and all members are financially
literate.

The Audit Committee is responsible for, among other things,
monitoring the integrity and adequacy of our financial information, and for
recommending to our board of directors their selection of independent auditors
for us.

The charter of the Companys audit committee is as follows:

|I. | Mandate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The primary function of the audit committee (the
      Committee) is to assist the board of directors of the Company
      (the Titan Directors) in fulfilling its financial oversight
      responsibilities by reviewing the financial reports and other financial
      information provided by the Company to regulatory authorities and
      shareholders, the Companys systems of internal controls regarding finance
      and accounting, and the Companys auditing, accounting and financial
      reporting processes. Consistent with this function, the Committee will
      encourage continuous improvement of, and should foster adherence to, the
      Companys policies, procedures and practices at all levels. The
      Committees primary duties and responsibilities are
to:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Serve as an independent and objective party to monitor the Companys
  financial reporting and internal control system and review the Companys
  financial statements.Review and appraise the performance of the Companys external auditors.Provide an open avenue of communication among the Companys auditors,
  financial and senior management and the Titan Directors.                                                                                                                                                                                                                                                                                                                                                                                                                              

|II. | Composition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Committee shall be comprised of three directors as
      determined by the Titan Directors, the majority of whom shall be
      independent directors, pursuant to the policies of the TSX Venture
      Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | At least one member of the Committee shall have
      accounting or related financial management expertise. It is the goal of
      the Company that all members of the Committee are financially literate.
      All members of the Committee that are not financially literate will work
      towards becoming financially literate to obtain a working familiarity with
      basic finance and accounting practices. For the purposes of the Companys
      Charter, the definition of financially literate is the ability to read
      and understand a set of financial statements that present a breadth and
      level of complexity of accounting issues that are generally comparable to
      the breadth and complexity of the issues that can presumably be expected
      to be raised by the Companys financial
statements.

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|     | The members of the Committee shall be elected by the
      Companys Directors at its first meeting following the annual
      shareholders meeting. Unless a Chair is elected by the Titan Directors,
      the members of the Committee may designate a Chair by a majority vote of
      the full Committee membership.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                            
|III. | Meetings                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                            
|     | The Committee shall meet a least twice annually,or more frequently as circumstances dictate. As part of its job to
      foster open communication, the Committee will meet at least annually with
      management and the external auditors in separate sessions.                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | The minutes of the Committee meetings shall accurately
      record the decisions reached and shall be distributed to the Audit
      Committee members with copies to the Companys Directors, the Chief
      Financial Officer or such other officer acting in the capacity and the
      external auditor.             
|     |                                                                                                                                                                                                                                                                                                                            
|IV.  | Responsibilities and Duties                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                            
|     | To fulfill its responsibilities and duties, the Committee
      shall:                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                            
|     | Documents/Reports
Review                                                                                                                                                                                                                                                                                                   

| | 1. | Review and update the Charter annually.                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 2. | Review the Companys financial statements, MD&A and
      any annual and interim earnings, press releases before the Company
      publicly discloses this information and any reports or other financial
      information (including quarterly financial statements), which are
      submitted to any governmental body, or to the public, including any
      certification, report, opinion, or review rendered by the external
      auditors.

External Auditors

| | 1. | Require the external auditors to report directly to the
      Committee.                                                                                                                                                                                       
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                
| | 2. | Review annually the performance of the external auditors
      who shall be ultimately accountable to the Titan Directors and the
      Committee as representatives of the shareholders of the Company.                                                       
| |    |                                                                                                                                                                                                                                                                
| | 3. | Obtain annually, a formal written statement of external
      auditors setting forth all relationships between the external auditors and
      the Company and confirming their independence from the Company.                                                 
| |    |                                                                                                                                                                                                                                                                
| | 4. | Review and discuss with the external auditors any
      disclosed relationships or services that may impact the objectivity and
      independence of the external auditors.                                                                                   
| |    |                                                                                                                                                                                                                                                                
| | 5. | Take, or recommend that the Companys Directors take,
      appropriate action to oversee the independence of the external
      auditors.                                                                                                                     
| |    |                                                                                                                                                                                                                                                                
| | 6. | Recommend to the Companys Directors the selection and,
      where applicable, the replacement of the external auditors nominated
      annually for shareholder approval and the compensation of the external
      auditors.                                
| |    |                                                                                                                                                                                                                                                                
| | 7. | Review with management and the external auditors the
      terms of the external auditors engagement letter.                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                
| | 8. | At each meeting, consult with the external auditors,
      without the presence of management, about the quality of the Companys
      accounting principles, internal controls and the completeness and accuracy
      of the Companys financial statements.

Page 30

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| | 9.  | Review and approve the Company's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company.                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| | 10. | Review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements.                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | 11. | Review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The
      pre-approval requirement is waived with respect to the provision of
      non-audit services if:

| | (i)   | the aggregate amount of all such non-audit services
      provided to the Company constitutes not more than five percent of the
      total amount of revenues paid by the Company to its external auditors
      during the fiscal year in which the non- audit services are
    provided;                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | such services were not recognized by the Company at the
      time of the engagement to be non-audit services; and                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | such services are promptly brought to the attention of
      the Committee by the Company and approved prior to the completion of the
      audit by the Committee or by one or more members of the Committee who are
      members of the Companys Directors to whom authority to grant such
      approvals has been delegated by the Committee.

Provided the pre-approval of the
non-audit services is presented to the Committee's first scheduled meeting
following such approval, such authority may be delegated by the Committee to one
or more independent members of the Committee.

Financial Reporting Processes

| | 1. | In consultation with the external auditors, review with
      management the integrity of the Company's financial reporting process,
      both internal and external.                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                      
| | 2. | Consider the external auditors judgments about the
      quality and appropriateness of the Companys accounting principles as
      applied in its financial reporting.                                                                                                            
| |    |                                                                                                                                                                                                                                                                                      
| | 3. | Consider and approve, if appropriate, changes to the
      Companys auditing and accounting principles and practices as suggested by
      the external auditors and management.                                                                                                    
| |    |                                                                                                                                                                                                                                                                                      
| | 4. | Review significant judgments made by management in the
      preparation of the financial statements and the view of the external
      auditors as to appropriateness of such judgments.                                                                                            
| |    |                                                                                                                                                                                                                                                                                      
| | 5. | Following completion of the annual audit, review
      separately with management and the external auditors any significant
      difficulties encountered during the course of the audit, including any
      restrictions on the scope of work or access to required
  information.
| |    |                                                                                                                                                                                                                                                                                      
| | 6. | Review any significant disagreement among management and
      the external auditors regarding financial reporting.                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                      
| | 7. | Review with the external auditors and management the
      extent to which changes and improvements in financial or accounting
      practices have been implemented.                                                                                                                
| |    |                                                                                                                                                                                                                                                                                      
| | 8. | Review certification process.                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                      
| | 9. | Establish procedures for:                                                                                                                                                                                                                                                            

Page 31

---

| | (i)  | the receipt, retention and treatment of complaints
      received by the Company regarding accounting, internal accounting
      controls, or auditing matters; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                    
| | (ii) | the confidential, anonymous submission by employees of
      the Company of concerns regarding questionable accounting or auditing
      matters.                  

Other

| | 1. | Review any related-party
transactions.
| | -- | --------------------------------------

|V. | Authority
|-- | ---------

The Committee may:

| | 1. | engage independent outside counsel and other advisors as
      it determines necessary to carry out its duties;
| | -- | ---------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                
| | 2. | set and pay the compensation for any advisors employed by
      the Committee; and                             
| |    |                                                                                                                
| | 3. | communicate directly with the internal and external
      auditors.                                            

The Committee shall have unrestricted
access to the Companys personnel and documents and will be provided with the
resources necessary to carry out its responsibilities.

Remuneration Committee

We have not appointed a remuneration
committee.

D.   
Employees

As at October, 31, 2010, the company
had three employees, and the remainder of services is contracted to consultants.
We have three consultants in Canada, six consultants in the United States and
one consultant in the United Kingdom. Titan or Titan USA, as appropriate, have
entered into intellectual property assignment agreements or consulting
agreements with each of its employees and consultants.

E.    Share
Ownership

As of April 28, 2011 the company has
93,240,278 common shares issued and outstanding. As of April 28, 2011, our
directors and officers beneficially owned the following number of our common
shares:

Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesKenneth Powell
    28,951,059 (1)
    31.05%Harold Elke
    9,183,964 (2)
    9.85%Philip S. Carrozza
    5,220,100 (3)
    5.60%Joseph Francese
    3,522,334(4)
    3.78%Michael Gossland
    1,902,556 (5)
    2.04%John J. Coulter
    1,651,000 (6)
    1.77%


Page 32

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Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesDavid Terk
    546,071 (7)
    .59%James Leman
    100,000 (8)
    .11%All officers and directors as a group
    51,077,084
    54.78%


|  | Notes:                                                                                                   
|- | ---------------------------------------------------------------------------------------------------------
|  |                                                                                                          
| | Percentage amounts based on 93,240,278 shares
      of our common stock outstanding as of March 31, 2011.

|(1) | Includes
|--- | --------
|    | (A)     
|    | (B)     
|    | (C)     
|    | (D)     
|    | (E)     
|    | (F)     
|    | (G)     
|    | (H)     
|    | (I)     
|    | (J)     
|    | (K)     
|    | (L)     
|    | (M)     
|    | (N)     
|    | (O)     
|    | (P)     
|    | (Q)     
|    | (R)     
|    | (S)     
|    |         
|(2) | Includes
|    | (A)     

Page 33

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|    | (B)      | 50,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;       
|--- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (C)      | 25,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.36 per share until November 7, 2013;       
|    | (D)      | 75,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;          
|    | (E)      | 66,667 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;          
|    | (F)      | 512,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.375 to October 15,
      2011;                                                                          
|    | (G)      | 80,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to May 27,
    2012;                                                                                  
|    | (H)      | 2,140,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to October 12,
      2012.                                                                         
|    |          |                                                                                                                                                                                                                     
|(3) | Includes
|    | (A)      | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.30 per share until January 8, 2012;       
|    | (B)      | 100,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;      
|    | (C)      | 25,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.36 per share until November 7, 2013;       
|    | (D)      | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;         
|    | (E)      | 80,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;          
|    | (F)      | 3,791,571 common shares that are held by Mrs. Loraine
      Kuppe, the wife of Mr. Carrozza.                                                                                                                        
|    |          |                                                                                                                                                                                                                     
|(4) | Includes
|    | (A)      | 900,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.30 per share and expire August 13,
  2012;
|    | (B)      | 33,334 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015.          
|    | (C)      | 269,500 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to October 12,
      2012                                                                            
|    |          |                                                                                                                                                                                                                     
|(5) | Includes
|    | (A)      | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.30 per share and expire January 8,
  2012;
|    | (B)      | 100,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;      
|    | (C)      | 25,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.36 per share until November 7, 2013;       
|    | (D)      | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;         
|    | (E)      | 346,667 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;         
|    | (F)      | 222,222common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.14 per share until November 24, 2015;      
|    | (G)      | 166,667 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.10 per share until March 15, 2016;.       
|    | (H)      | 300,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to October 12,
      2012;                                                                           
|    | (I)      | 17,000 common shares held in a registered education
      savings plan for the benefit of Mr. Gosslands children where Mr. Gossland
      has a power of attorney.                                                 

Page 34

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|(6) | Includes
|--- | --------
|    | (A)     
|    | (B)     
|    |         
|(7) | Includes
|    | (A)     
|    | (B)     
|    | (C)     
|    | (D)     
|    | (E)     
|    |         
|(8) | Includes
|    | (A)     

ITEM 7:       MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major Shareholders

As of March 31, 2011, we had 93,240,278 common shares issued
and outstanding. As of April 30, 2010, the following shareholders beneficially
owned greater than five percent (5%) of our common shares:

Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesKenneth Powell
    28,951,059 (1)
    31.05%Harold Elke
    9,183,964 (2)
    9.85%Philip S. Carrozza
    5,220,100 (3)
    5.60%


Notes:

|(1) | Includes
|--- | --------
|    | (A)     
|    | (B)     
|    | (C)     
|    | (D)     
|    | (E)     

Page 35

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|    | (F)                                                                                                        | 150,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.40 per common share and
      expire on July 29, 2010;                                                                
|--- | ---------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (G)                                                                                                        | 2,000,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.40 per common share and
      expire on August 14, 2010;                                                            
|    | (H)                                                                                                        | 1,525,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to May 12,
    2012;                                                                                             
|    | (I)                                                                                                        | 976,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.375 to October 15,
      2011;                                                                                        
|    | (J)                                                                                                        | 7,130,000 common shares underlying warrnats that are
      immediately exercisable at an exercise price of $0.30 to October 12,
      2012;                                                                                       
|    | (K)                                                                                                        | 2,876,397 common shares that are held by Mrs. Karen
      Powell, the wife of Dr. Powell;                                                                                                                                         
|    | (L)                                                                                                        | 150,000 common shares underlying warrants that are held
      by Mrs. Karen Powell, the wife of Dr. Powell and are immediately
      exercisable at an exercise price of $0.375 to October 15, 2011;                              
|    | (M)                                                                                                        | 400,000 common shares underlying warrnats that are that
      are held by Mrs. Karen Powell, the wife of Dr. Powell and are immediately
      exercisable at an exercise price of $0.30 to October 12,2012;                       
|    | (N)                                                                                                        | 187,000 common shares that are held by Mr. Cameron
      Powell, the son of Dr. Powell;                                                                                                                                           
|    | (O)                                                                                                        | 167,000 common shares that are held by Mr. Carson Powell,
      the son of Dr. Powell;                                                                                                                                            
|    | (P)                                                                                                        | 5,000 common shares underlying warrants that are held by
      Mr. Cameron Powell, the son of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.40 per common share and expire on
      July 29, 2012;
|    | (Q)                                                                                                        | 5,000 common shares underlying warrants that are held by
      Mr. Carson Powell, the son of Dr. Powell, that are immediately exercisable
      at an exercise price of $0.40 per common share and expire on July 29,
      2012; 
|    | (R)                                                                                                        | 10,000 common shares underlying warrants that are held by
      Mr. Cameron Powell, the son of Dr. Powell and are immediately exercisable
      at an exercise price of $0.375 to October 15, 2011;                               
|    | (S)                                                                                                        | 10,000 common shares underlying warrants that are held by
      Mr. Carson Powell, the son of Dr. Powell and are immediately exercisable
      at an exercise price of $0.375 to October 15, 2011.                                
|    |                                                                                                            |                                                                                                                                                                                                                                   
|(2) | Includes                                                                                                  
|    | (A)                                                                                                        | 150,000 common shares issuable pursuant to stock options
      granted under the stock option plan that                                                                                                                           
|    | are vested and fully exercisable at an exercise price of
      $0.30 per share and expire January 8, 2012;
|    | (B)                                                                                                        | 50,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;                     
|    | (C)                                                                                                        | 25,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.36 per share until November 7, 2013;                     
|    | (D)                                                                                                        | 75,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;                        
|    | (E)                                                                                                        | 66,667 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;                        
|    | (F)                                                                                                        | 512,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.375 to October 15,
      2011;                                                                                        
|    | (G)                                                                                                        | 80,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to May 27,
    2012;                                                                                                
|    | (H)                                                                                                        | 2,140,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to October 12,
      2012.                                                                                       
|    |                                                                                                            |                                                                                                                                                                                                                                   
|(3) | Includes                                                                                                  
|    | (A)                                                                                                        | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.30 per share until January 8, 2012;                     
|    | (B)                                                                                                        | 100,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;                    
|    | (C)                                                                                                        | 25,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.36 per share until November 7, 2013;                     
|    | (D)                                                                                                        | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;                       
|    | (E)                                                                                                        | 80,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;                        
|    | (F)                                                                                                        | 3,791,571 common shares that are held by Mrs. Loraine Kuppe, the wife
      of Mr. Carrozza.                                                                                                                                      

Page 36

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We are authorized to issue an unlimited
number of common shares and an unlimited number of preferred shares without par
value.

Each of our issued common shares
entitles the holder to one vote in a general meeting of shareholders. There are
no disproportionate or weighted voting privileges. Our significant shareholders
do not have different voting privileges as compared to our other shareholders.

The preferred shares may from time to
time be issued in one or more series. The directors may fix from time to time
before such issue, the number of preferred shares which is to comprise each
series and the designation, rights, privileges, restrictions and conditions
attaching to each series of preferred shares including, any voting rights, the
rate or amount of dividends or the method of calculating dividends, the dates of
payment thereof, the terms and conditions of redemption, purchase and conversion
if any, and any sinking fund or other provisions. The preferred shares are
non-voting.

Of our 205 registered shareholders as
at March 31, 2011, 22 were residents of the United States representing 7,759,395
common shares or 10.73% of our 93,240,278issued and outstanding common
shares as of that date.

We are not controlled directly or
indirectly by any other corporation or any other foreign government or by any
other natural or legal person, severally or jointly.

There are no arrangements known to us,
the operation of which at a subsequent date, may result in a change in our
control.

B.    Related Party
Transactions

The related party transactions are in
the normal course of operations and are recorded at the exchange amount.

Intellectual Property Transfer
Agreements

Pursuant to an agreement dated June 6,
2003 (the License Agreement), Cignal, which is owned and operated by a
director and officer of the Company, Mr. Philip Carrozza, agreed to provide an
exclusive 99-year license to the Company for the Cignal Technology and a 25%
interest in all net profits third parties (subject to certain licenses being
exempt) realize from the use of the Cignal technology. In consideration
therefore, the Company agreed to fund all future development costs associated
with the TickAnalyst Technology and development of related products. The Company
was required to fund successive six month budgets (each budget not to exceed
$100,000) relating to proposed developments of the TickAnalyst Technology and
related products, failing which Cignal could terminate the license. Pursuant to
a related agreement among Dr. Kenneth Powell, Mr. Thomas Kreilein and Mr.
Phillip Carrozza dated June 3, 2003, Dr. Powell and Mr. Kreilein agreed to
transfer certain common shares and grant an option with respect to additional
common shares of the Company to Mr. Carrozza as an inducement to enter into this
License Agreement. This agreement purported to provide Mr. Carrozza with the
right to terminate the License Agreement if certain trading price benchmarks of
the common shares were not met. None of these benchmarks were met but the
License Agreement was not terminated within the required time periods.

On November 4, 2004, the Company
entered into a transaction to purchase the Cignal Technology from Cignal and
paid Mr. Carrozza an amount of $62,335. However, the transaction was not completed and the paid amount was
classified as a receivable. This amount has been repaid to the Company.

Page 37

---

In February 2006, we entered into a
software transfer agreement with Mr. Phillip Carrozza and Cignal, with respect
to the transfer of certain trading models, suitable for stocks or futures and
software-based formulas that implement the trading models and their accompanying
indicators. Pursuant to the software transfer agreement, Cignal and Mr. Carrozza
were to be issued a total of 3,000,000 common shares, 1,000,000 of which would
have been issued on closing and the remaining 2,000,000 would have been issued
in 1,000,000 increments in each of 2007 and 2008. Cignal was to be granted
1,000,000 performance warrants. The software transfer agreement provided Cignal
with a right of first refusal, in the event that we become insolvent, to match a
proposed sale of the software to a third party.

We also entered into a software
transfer agreement with Michael Gossland, a director and officer of Titan, with
respect to the transfer of certain executable programs and software-based
formulas. Pursuant to the software transfer agreement, we would have issued Mr.
Gossland 1,500,000 common shares and 1,000,000 performance warrants. The
software transfer agreement provided Mr. Gossland with a right of first refusal,
in the event that we become insolvent, to match a proposed sale of the software
to a third party.

A total of 1,000,000 of the performance
warrants to be issued to Cignal, Mr. Carrozza and Mr. Gossland were exercisable
at a price of $0.50 per share for a six month period commencing November 1, 2007
and the remaining 1,000,000 performance warrants were exercisable at a price of
$1.00 per share for a six month period commencing November 1, 2008. The release
of these warrants was conditional upon the 20 day average stock price on these
dates being no less than $1.00 and $2.00 per share, respectively.

In July 2006, the Company announced
that the aforementioned software transfer agreements entered into between the
Company, Mr. Carrozza and Cignal and between the Company and Mr. Gossland had
been amended and restated (the Software Transfer Agreements). The total number
of Titan common shares issuable pursuant to the Software Transfer Agreements did
not change from 4,500,000 shares; however, these shares will only be issued upon
Titan achieving certain gross revenue milestones.

Pursuant to disinterested shareholder
approval on October 2, 2009, the Software Transfer Agreements were further
amended and the TSX Venture Exchange approved such amendments on November 10,
2009.

According to the amended terms of the
Software Transfer Agreement, commencing June 1, 2008, an aggregate of 4,500,000
shares and 2,000,000 performance warrants would be issued based on gross
revenues from TickAnalyst as follows:

If, between June 1, 2009 and May 31, 2010, Titan achieves
cumulative gross revenue of at least $400k, then 1.5M common shares would be
released after September 30, 2009. If, in the same period, Titan achieves
cumulative gross revenue of at least $800k, an additional 1.5M common shares
would be released after January 31, 2010. If, in the same period, Titan achieves
cumulative gross revenue of at least $1.2M, an additional 1.5M common shares
would be released after May 31, 2010 and 1.0M performance warrants at $0.50
would be exercisable for the 6 month period June 1, 2010 to November 30, 2010.
If, between June 1, 2010 and May 31, 2011 Titan achieves cumulative gross
revenue of at least $1.8M, an additional 1.0M performance warrants at $1.00
would be exercisable for the 6 month period of June 1, 2011 to November 30,
2011.

As of October 31, 2010, all pre-existing Software
Transfer Agreements between the Company and Mssrs Philip Carrozza and Michael
Gossland expired.

In September 2010, the Company entered into negotiations with Mr.
Philip Carrozza and Mr. Michael Gossland as well as two other long-term
consultants to the Company to transfer any and all ownership of Intellectual
Property, over which they might have claim, to the Company in exchange for a
long term service contract and other consideration.

Page 38

---

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

Management fees and research and development costs of $502,241,
as compared to $332,074 in 2009, were paid to officers and directors of the
Company during 2010.

Our directors or officers must disclose in writing to us the
nature and extent of any interest they have in a material contract, or proposed
material contract, with us. Such disclosure must be made immediately after the
director or officer becomes aware of the contract or proposed contract. A
director who is required to disclose an interest in a material contract or
proposed material contract may not vote on any resolution to approve the
contract except in very limited circumstances.

C.    Interests of Experts and
Counsel

Not applicable.

ITEM 8:       FINANCIAL
INFORMATION

A.    Consolidated Statements and Other
Financial Information

Our financial statements are set forth under Item 17 
Financial Statements.

Legal Proceedings

To the best of our knowledge, there are no material legal or
arbitration proceedings which may have or have had in the recent past
significant effects on our financial position, which includes any governmental
proceedings pending or known to be contemplated.

Dividend Policy

We have never paid any dividends, and any earnings in the
foreseeable future will be re-invested in our development. Under the Business
Corporations Act (Alberta), the directors of a Company who vote for, or
consent to, a resolution authorizing the payment of a dividend if a Company is
insolvent or the payment renders the Company insolvent are jointly and severally
liable to the Company to restore to the Company any loss or damage suffered by
the Company as a result.

B.    Significant Changes

There have been no significant changes since the date of the
audited financial statements included herein other than those disclosed herein.
See Item 5.B.  Liquidity and Capital Resources.

ITEM 9:       THE OFFER AND
LISTING

A.    Offer and Listing Details

Our common shares trade on the TSX Venture Exchange under
symbol TTA and on the Over-The-Counter Bulletin Board under symbol TITAF.
Our shares have traded on the TSX Venture Exchange, and on its predecessors, the
Canadian Venture Exchange, and the Vancouver Stock Exchange.

The following table sets forth the high and low closing prices
in Canadian funds of our common shares traded on these Canadian exchanges for
the last five fiscal years:

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|Period                               |   | High  |  |   | Low   | 
|------------------------------------ | - | ----- |  | - | ----- | 
|                                     |   |       |  |   |       | 
|Fiscal Year                          |   |       |  |   |       | 
|                                     |   |       |  |   |       | 
|                                     |   |       |  |   |       | 
|November 1, 2005 to October 31, 2006 | $ | 0.415 |  | $ | 0.11  | 
|November 1, 2006 to October 31, 2007 | $ | 1.07  |  | $ | 0.255 | 
|November 1, 2007 to October 31, 2008 | $ | 0.67  |  | $ | 0.29  | 
|November 1, 2008 to October 31, 2009 | $ | 0.42  |  | $ | 0.21  | 
|November 1, 2009 to October 31, 2010 | $ | 0.35  |  | $ | 0.08  | 

|Fiscal Quarter                 |   |       |  |   |      | 
|------------------------------ | - | ----- |  | - | ---- | 
|                               |   |       |  |   |      | 
|                               |   |       |  |   |      | 
|November 2008 to January 2009  | $ | 0.415 |  | $ | 0.26 | 
|February 2009 to April 2009    | $ | 0.38  |  | $ | 0.28 | 
|May 2009 to July 2009          | $ | 0.39  |  | $ | 0.21 | 
|August 2009 to October 2009    | $ | 0.34  |  | $ | 0.22 | 
|November 2009 to January 2010  | $ | 0.29  |  | $ | 0.16 | 
|February 2010 to April 30 2010 | $ | 0.35  |  | $ | 0.15 | 
|May 2010 to July 2010          | $ | 0.18` |  | $ | 0.11 | 
|August 2010 to October 2010    | $ | 0.17  |  | $ | 0.08 | 
|November 2010 to January 2011  | $ | 0.16  |  | $ | .011 | 

|Month         |   |      |  |   |      | 
|------------- | - | ---- |  | - | ---- | 
|              |   |      |  |   |      | 
|October 2010  | $ | 0.17 |  | $ | 0.08 | 
|November 2010 | $ | 0.16 |  | $ | 0.11 | 
|December 2010 | $ | 0.16 |  | $ | 0.12 | 
|January 2011  | $ | 0.16 |  | $ | 0.12 | 
|February 2011 | $ | 0.14 |  | $ | 0.10 | 
|March 2011    | $ | 0.12 |  | $ | 0.08 | 

Our common shares have been quoted for trading on the
Over-The-Counter Bulletin Board since January 12, 2000. The following table sets
forth the high and low closing prices in United States funds of our common
shares traded on the Over-The-Counter Bulletin Board for the last five fiscal
years:

|Period                               |   | High |  |   | Low   | 
|------------------------------------ | - | ---- |  | - | ----- | 
|                                     |   |      |  |   |       | 
|Fiscal Year                          |   |      |  |   |       | 
|                                     |   |      |  |   |       | 
|November 1, 2005 to October 31, 2006 | $ | 0.37 |  | $ | 0.105 | 
|November 1, 2006 to October 31, 2007 | $ | 0.92 |  | $ | 0.192 | 
|November 1, 2007 to October 31, 2008 | $ | 0.72 |  | $ | 0.26  | 
|November 1, 2008 to October 31, 2009 | $ | 0.33 |  | $ | 0.16  | 
|November 1, 2009 to October 31, 2010 | $ | 0.35 |  | $ | 0.08  | 
|                                     |   |      |  |   |       | 
|Fiscal Quarter                       |   |      |  |   |       | 
|                                     |   |      |  |   |       | 
|August 2008 to October 2008          | $ | 0.47 |  | $ | 0.26  | 
|November 2008 to January 2009        | $ | 0.32 |  | $ | 0.19  | 
|February 2009 to April 2009          | $ | 0.31 |  | $ | 0.21  | 
|May 2009 to July 2009                | $ | 0.31 |  | $ | 0.16  | 
|August 2009 to October 2009          | $ | 0.28 |  | $ | 0.16  | 

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|Period                        |   | High |  |   | Low  | 
|----------------------------- | - | ---- |  | - | ---- | 
|November 2009 to January 2010 | $ | 0.27 |  | $ | 0.16 | 
|February 2010 to April 2010   | $ | 0.35 |  | $ | 0.15 | 
|May 2010 to July 2010         | $ | 0.17 |  | $ | 0.11 | 
|August 2010 to October 2010   | $ | 0.17 |  | $ | 0.08 | 
|November 2010 to January 2011 | $ | 0.16 |  | $ | 0.11 | 
|                              |   |      |  |   |      | 
|                              |   |      |  |   |      | 
|Month                         |   |      |  |   |      | 
|October 2010                  | $ | 0.17 |  | $ | 0.08 | 
|November 2010                 | $ | 0.16 |  | $ | 0.11 | 
|December 2010                 | $ | 0.16 |  | $ | 0.12 | 
|January 2011                  | $ | 0.16 |  | $ | 0.12 | 
|February 2011                 | $ | 0.14 |  | $ | 0.10 | 
|March 2011                    | $ | 0.12 |  | $ | 0.08 | 

B.    Plan of Distribution

Not applicable.

C.    Markets

Our common shares trade on the TSX Venture Exchange under
symbol TTA and on the Over-The-Counter Bulletin Board under symbol
TITAF.

D.    Selling Shareholders

Not applicable.

E.    Dilution

Not applicable.

F.    Expenses of the Issue

Not applicable.

ITEM 10:       ADDITIONAL
INFORMATION

A.    Share Capital

Not applicable.

B.    Articles of Incorporation

We were duly incorporated and validly exist as a corporation
under the Business Corporations Act (Alberta). Pursuant to the provisions
of the Business Corporations Act(Alberta), a company may conduct any
business that it is not restricted by the terms of its articles or bylaws from
conducting. Our articles and bylaws contain no such restrictions.

Our directors are required to disclose to the board of
directors the nature and extent of their interest in any proposed transaction or
contract and must thereafter refrain from voting in respect thereof. An
interested director may be counted in the quorum when a determination as to such
directors remuneration is being considered but may not vote in respect
thereof. The directors have an unlimited power to borrow money, issue debt
obligations and mortgage or charge our assets provided such actions are
conducted bona fide and in our best interests. There are no mandatory retirement
ages for directors or any required shareholdings.

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All holders of common shares are entitled to receive dividends
out of assets legally available therefore at such times and in such amounts as
the board of directors may from time to time determine. All holders of common
shares will share equally on a per share basis in any dividend declared by the
board of directors. The dividend entitlement time limit will be fixed by the
board of directors at the time any such dividend is declared. Each outstanding
common share is entitled to one vote on all matters submitted to a vote of our
shareholders in general meeting. There are no cumulative voting rights attached
to any of our shares and, accordingly, the holders of more than half of the
shares represented at a general meeting can elect all of the directors to be
elected in a general meeting. All directors stand for re-election annually. Upon
any liquidation, dissolution or winding up, all common shareholders are entitled
to share ratably in all net assets available for distribution after payment to
creditors. The common shares are not convertible or redeemable and have no
preemptive, subscription or conversion rights. In the event of a merger or
consolidation, all common shareholders will be entitled to receive the same per
share consideration.

The rights of shareholders may only be altered by the
shareholders passing a special resolution at a general meeting. A special
resolution may only be passed when it has been circulated to all shareholders by
way of an information circular and then must be passed by two-thirds of the
votes cast at the general meeting.

The board of directors may call annual and extraordinary
general meetings when required. One or more shareholders holding in aggregate
five percent or more of our issued shares may requisition an extraordinary
meeting and the directors are required to call such meeting within 21 days of
such requisition. Only registered shareholders or persons duly appointed by
proxy may be admitted to meetings unless otherwise permitted by the chairman of
the meeting.

There are no national limitations or restrictions on the right
to own our common shares.

There are no provisions in our bylaws or articles of
association that would have the effect of delaying, deferring or preventing a
change in control.

There are no provisions in our bylaws or articles of
incorporation that establish any threshold for disclosure of ownership. However,
the Alberta and British Columbia Securities Commissions require that persons
that are the registered owners of, and/or have voting control over 10% or more
of our common shares must file insider reports disclosing securities
holdings.

C. Material Contracts

Intellectual Property Transfer Agreements

As of October 31, 2010, all pre-existing Software Transfer
Agreements between the Company and Mssrs Philip Carrozza and Michael Gossland
expired.

In September 2010, the Company entered into negotiations with Mr.
Philip Carrozza and Mr. Michael Gossland as well as two other long-term
consultants to the Company to transfer any and all ownership of Intellectual
Property, over which they might have claim, to the Company in exchange for a
long term service contract and other consideration.

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

D. Exchange Controls

There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares,
other than withholding tax requirements. See Item 10.E.  Taxation.

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There is no limitation imposed by Canadian law or by our
constituent documents on the right of a nonresident to hold or vote common
shares, other than those that are provided in the Investment Canada Act
(Canada). The following summarizes the principal features of the Investment
Canada Act (Canada).

The Investment Canada Act (Canada) requires certain
"non-Canadian" individuals, governments, corporation or other entities who wish
to acquire a "Canadian business" (as defined in the Investment Canada Act), or
establish a "new Canadian business" (as defined in the Investment Canada Act) to
file either a notification or an application for review with a governmental
agency known as "Investment Canada". The Investment Canada Act requires that
certain acquisition of control of Canadian business by a "non-Canadian" must be
reviewed and approved by the Minister responsible for the Investment Canada Act
on the basis that the Minister is satisfied that the acquisition is "likely to
be of net benefit to Canada", having regard to criteria set forth in the
Investment Canada Act. Only acquisitions of control are reviewable under the
Investment Canada Act; however, the Investment Canada Act provides detailed
rules for the determination of whether control has been acquired and, pursuant
to those rules, the acquisition of one-third or more of the voting shares of a
corporation may, in some circumstances, be considered to constitute an
acquisition of control. Certain reviewable acquisitions of control may not be
implemented before being approved by the Minister; if the Minister does not
ultimately approve a reviewable acquisition, which has been completed, the
acquired Canadian business must be divested. Failure to comply with the review
provisions of the Investment Canada Act could result in, amongst other things,
an injunction or a court order directing disposition of assets of shares.

E.    Taxation

A brief description of certain provisions of the tax treaty
between Canada and the United States is included below, together with a brief
outline of certain taxes, including withholding provisions, to which United
States security holders are subject under existing laws and regulations of
Canada. The consequences, if any, of provincial, state and local taxes are not
considered.

The following information is general and security holders
should seek the advice of their own tax advisors, tax counsel or accountants
with respect to the applicability or effect on their own individual
circumstances of the matters referred to herein and of any provincial, state or
local taxes.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal
Canadian federal income tax consequences of acquiring, holding and disposing of
our common shares for a shareholder of us who is not a resident of Canada but is
a resident of the United States and who will acquire and hold our common shares
as capital property for the purposes of the Income Tax Act (Canada)
(Canadian Tax Act). This summary does not apply to a shareholder who carries
on business in Canada through a permanent establishment or is otherwise
situated in Canada or performs independent personal services in Canada through a
fixed base in Canada if the shareholders holding in us is effectively connected
with such permanent establishment or fixed base. This summary is based on the
provisions of the Canadian Tax Act and the regulations thereunder and on an
understanding of the administrative practices of Canada Revenue Agency, and
takes into account all specific proposals to amend the Canadian Tax Act or
regulations made by the Minister of Finance of Canada as of the date hereof. It
has been assumed that there will be no other relevant amendment of any governing
law although no assurance can be given in this respect. This discussion is
general only and is not a substitute for independent advice from a shareholders
own Canadian and U.S. tax advisors.

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The provisions of the Canadian Tax Act are subject to income
tax treaties to which Canada is a party, including the Canada-United States
Income Tax Convention (1980), as amended (Convention).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is
generally subject to Canadian withholding tax at the rate of 25 percent on
dividends paid or deemed to have been paid to him or her by a corporation
resident in Canada. The Convention limits the rate to 15 percent if the
shareholder is a resident of the United States and the dividends are
beneficially owned by and paid to such shareholder, and to 5 percent if the
shareholder is also a corporation that is the beneficial owner of the dividends
and owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would
generally be equal to the amount by which the paid up or stated capital of the
Company has increased by reason of the payment of such dividend. We will furnish
additional tax information to shareholders in the event of such a dividend.

The tax payable on dividends is to be withheld at source by the
Company or people acting on its behalf. The Company is liable for the amount of
the tax, penalties and interest if it fails to so withhold. The taxpayer is
liable in any event if the Company fails to withhold.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or
capital loss from a disposition of a common share of a Company is the amount, if
any, by which his or her proceeds of disposition exceed (or are exceeded by,
respectively) the aggregate of his or her adjusted cost base of the share and
reasonable expenses of disposition. The capital gain or loss must be computed in
Canadian currency using a weighted average adjusted cost base for identical
properties. Fifty percent of a capital gain is included in income and taxed at
ordinary Canadian tax rates. The amount by which a shareholders capital loss
exceeds the capital gain in a year may be deducted from a capital gain realized
by the shareholder in the three previous years or any subsequent year, subject
to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject
to Canadian tax on taxable capital gains, and may realize an allowable capital
loss on a disposition of taxable Canadian property. Our common shares will
constitute taxable Canadian property if at any time in the five years
immediately preceding the disposition of 25% or more of the issued shares of any
class of capital stock of the Company that issued the shares were owned by
persons with whom the taxpayer did not deal at arms length or the taxpayer
together with all such persons did not deal at arms length and in certain other
circumstances.

The Convention relieves United States residents from liability
for Canadian tax on capital gains derived on a disposition of shares unless the
value of the shares is derived principally from real property situated in
Canada.

Material U.S. Federal Income Tax Considerations

The following is a general discussion of material U.S. federal
income tax consequences, under current law, generally applicable to a U.S.
Holder (as hereinafter defined) of our common shares. This discussion is of a
general nature only and does not take into account the particular facts and
circumstances, with respect to U.S. federal income tax issues, of any particular
U.S. Holder. United States alternative minimum tax considerations are not
addressed this summary. In addition, this discussion does not cover any state, local or
foreign tax consequences, nor does it address any U.S. federal, gift, state or
generation skipping transfer tax consequences. (See Taxation  Canadian Federal Income Tax
Consequences above).

The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended (Code), Treasury Regulations,
published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that
are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time and which are subject to
differing interpretations. This discussion does not consider the potential
effects, both adverse and beneficial, of any proposed legislation which, if
enacted, could be applied, possibly on a retroactive basis, at any time.

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This discussion is for general information only and it is not
intended to be, nor should it be construed to be, legal or tax advice to any
U.S. Holder or prospective U.S. Holder of our common shares, and no opinion or
representation with respect to the U.S. federal income tax consequences to any
such U.S. Holder or prospective U.S. Holder is made. Accordingly, U.S. Holders
and prospective U.S. Holders of our common shares should consult their own
financial advisor, legal counsel or accountant regarding the U.S. federal,
state, local and foreign tax consequences of purchasing, owning and disposing of
our common shares.

Circular 230 Disclosure

Any  statement made herein regarding any U.S. federal tax
issue is not intended or written to be used, and cannot be used, by any taxpayer
for purposes of avoiding any penalties. Any such statement herein is written in
connection with the marketing or promotion of the transaction to which the
statement relates. Each taxpayer should seek advice based on the taxpayers
particular circumstances from an independent tax advisor.

U.S. Holders.

As used herein, a U.S. Holder means a holder of our common
shares who is (i) a citizen or individual resident of the U.S., (ii) a
corporation created or organized in or under the laws of the U.S. or of any
political subdivision thereof, (iii) an estate whose income is taxable in the
U.S. irrespective of source or (iv) a trust if (A) a court within the United
States is able to exercise primary supervision over the trusts administration
and one or more United States persons have the authority to control all of its
substantial decisions or (B) the trust was in existence on August 20, 1996 and
has properly elected under applicable Treasury Regulations to continue to be
treated as a United States person. If a partnership or other pass-through
entity treated as a partnership for U.S. federal income tax purposes holds our
common shares, the U.S. federal income tax treatment of the partners or owners
of such partnership or other pass-through entity generally will depend on the
status of such partners or owners and the activities of such partnership or
pass-through entity.

Persons Not Covered.

This summary does not address the U.S. federal income tax
consequences to persons (including persons who are U.S. Holders) subject to
special provisions of U.S. federal income tax law, including (i) persons who are
tax-exempt organizations, qualified retirement plans, individual retirement
accounts and other tax-deferred accounts, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
non-resident alien individuals, U.S. tax expatriates or brokers, dealers or
traders in securities, (ii) persons who have a functional currency other than
the U.S. dollar, (iii) persons who own their common shares as part of a
straddle, hedging, conversion transaction, constructive sale or other
arrangement involving more than one position, (iv) persons who acquired their
common shares through the exercise of employee stock options or otherwise as
compensation for services, and persons that own, directly or indirectly or by
attribution 10% or more of the companys outstanding voting share capital or
voting power. (v) persons that own an interest in an entity that owns common
shares, (vi) persons who own, exercise or dispose of any options, warrants or
other rights to acquire common shares, (vii) persons who are partners or owners
of partnerships or other pass-through entities or (viii) persons who own their
common shares other than as a capital asset within the meaning of Section 1221
of the Code. This summary is limited to U.S. Holders who hold common shares
directly (e.g. not through an
intermediary entity such as a corporation, partnership, limited liability company
or trust).

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Distribution on Our Common Shares.

General Rules. U.S. Holders receiving
distributions (including constructive distributions) with respect to our common
shares are required to include in gross income as a dividend for U.S. federal
income tax purposes the gross amount of such distributions (without reduction
for any Canadian income tax withheld from such distributions), equal to the U.S.
dollar value of such distributions on the date of receipt (based on the exchange
rate on such date), to the extent that we have current or accumulated earnings
and profits. To the extent that distributions from us exceed our current or
accumulated earnings and profits, such distributions will be treated first as a
return of capital, to the extent of the U.S. Holders adjusted basis in the
common shares, and thereafter as gain from the sale or exchange of our common
shares. (See more detailed discussion at Disposition of Our Common Shares
below). Any Canadian tax withheld from a distribution by us may be credited,
subject to certain limitations, against the U.S. Holders U.S. federal income
tax liability or, alternatively, may be deducted in computing the U.S. Holder's
U.S. federal taxable income by those who itemize deductions. (See more detailed
discussion at Foreign Tax Credit below).

Currency Gain or Loss. In the case of foreign
currency received as a distribution that is not converted by the recipient into
U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the
foreign currency equal to its U.S. dollar value on the date of receipt.
Generally any gain or loss recognized upon a subsequent sale or other
disposition of the foreign currency, including the exchange for U.S. dollars,
will be ordinary income or loss.

Dividend not Eligible for Reduced Tax Rate.
Dividends received on or before December 31, 2012 by U.S. Holders that are
individuals, estates or trusts from qualified foreign corporations, as defined
in Section 1(h)(11) of the Code, generally are taxed at the same preferential
tax rates applicable to long-term capital gains. Although not free from doubt,
it appears that we would be a qualified foreign corporation, as defined in
Section 1(h)(11) of the Code if we were not a Passive Foreign Investment Company
(PFIC). A corporation that is properly described as a PFIC, as defined below,
for its taxable year during which it pays a dividend, or for its immediately
preceding taxable year will not be treated as a qualifying foreign corporation
and dividends received by U.S. Holders that are individuals, estates or trusts
generally will be subject to U.S. federal income tax at ordinary income tax
rates (and not at the preferential tax rates applicable to long-term capital
gains).

Dividends not Eligible for Dividends Received
Deduction. Dividends paid on our common shares generally will not be
eligible for the dividends received deduction allowed to corporate
shareholders receiving dividends from certain U.S. corporations. The
availability of the dividends received deduction is subject to several complex
limitations that are beyond the scope of this discussion, and U.S. Holders of
our common shares should consult their own financial advisor, legal counsel or
accountant regarding the dividends received deduction.

Dividend Paid to Shareholder who Made QEF Election may be
Exempt from Tax. Generally, shareholders are not subject to additional
income taxation on distributions made by a PFIC to the extent of the
shareholders basis in the corporations shares if a Qualified Electing Fund
(QEF) election is in effect. (Please see the QEF election discussion below.) A
shareholders basis in this situation is usually equal to the cost of purchasing
the shares plus the amount of the corporations income that was reported on the
shareholders return pursuant to the QEF election less any prior distributions
made by the corporation to the shareholder. Again, these rules are subject to
several exceptions that are beyond the scope of this discussion, and U.S.
Holders of our common shares should consult their own financial advisor, legal
counsel or accountant regarding whether dividends paid by us to them will be
exempt from federal income tax if a QEF election is made.

Disposition of Our Common Shares.

General Rule. Subject to the PFIC Rules discussed
further below, a U.S. Holder will recognize gain or loss upon the sale or other
taxable disposition of our common shares equal to the difference, if any,
between (i) the amount of cash plus the fair market value of any property
received, and (ii) the

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shareholders tax basis in our common shares. This gain or loss
will be capital gain or loss if the common shares are a capital asset in the
hands of the U.S. Holder, which will be long-term capital gain or loss if our
common shares are held for more than one year.

Reduced Tax Rate. Under current law, preferential tax
rates apply to long-term capital gains of U.S. Holders that are individuals,
estates or trusts. There are currently no preferential tax rates for long-term
capital gains for a U.S. Holder that is a corporation (other than a corporation
subject to Subchapter S of the Code). Deductions for net capital losses are
subject to significant limitations. For U.S. Holders that are not corporations,
any unused portion of such net capital loss may be carried over to be used in
later tax years until such net capital loss is thereby exhausted. For U.S.
Holders that are corporations (other than corporations subject to Subchapter S
of the Code), an unused net capital loss may be carried back three years and
carried forward five years from the loss year to be offset against capital gains
until such net capital loss is thereby exhausted. Sales of PFIC stock are not
eligible for the reduced long-term capital gains rates that are usually
applicable to sales of stock unless the shareholder made a QEF election
regarding such shares. As discussed below, we believe we are a PFIC.

Management Believes Company is a Passive Foreign Investment
Company.

General Discussion. We believe that we qualify as
a PFIC, within the meaning of Sections 1291 through 1298 of the Code, for the
fiscal year ended October 31, 2010, may have qualified as a PFIC in prior years
and may qualify as a PFIC in subsequent years. A U.S. Holder who holds stock in
a foreign corporation during any year in which such corporation qualifies as a
PFIC is subject to U.S. federal income taxation under one of three alternative
tax regimes at the election of each such U.S. Holder. The following is a
discussion of these three alternative tax regimes.

Definition of PFIC. Section 1297 of the Code
defines a PFIC as a corporation that is not formed in the U.S. and, for any
taxable year, either (a) 75% or more of its gross income is passive income or
(b) the quarterly average value during a taxable year of the corporations
assets that produce, or are held for the production of, passive income which is 50%
or more of the average value of all assets held by the corporation.Passive
income includes, for example, dividends, interest, certain rents and royalties,
certain gains from the sale of stock and securities, and certain gains from
commodities transactions.  For purposes of the PFIC income  and  assets test, if a foreign corporation owns (directly or indirectly) at
least 25% by value of the stock of another corporation, such foreign corporation
shall be treated as if it (a) held a proportionate share of the assets of such
other corporation, and (b) received directly its proportionate share of the
income of such other corporation. As stated above, we believe we satisfied both
the 75% passive income and the 50% passive assets tests during the fiscal year
ended on October 31, 2009 and 2010 and anticipate meeting both of these tests in
the fiscal year that will end on October 31, 2011. There can be no assurance
that our determination concerning our PFIC status will not be challenged.

Generally Applicable PFIC Rules. If a U.S. Holder
does not make a timely election to be taxed in conformity with the
Mark-to-Market rules or the QEF rules (discussed below) during a year in which
it holds (or is deemed to have held) shares issued by us while we are a PFIC (a
Non-Electing U.S. Holder), then special taxation rules under Section 1291 of
the Code will apply to (i) gains realized on the disposition (or deemed to be
realized by reasons of a pledge) of the U.S. Holders common shares and (ii)
certain excess distributions (generally, distributions received in the current
taxable year that are in excess of 125% of the average distributions received
during the three preceding years or, if shorter, the U.S. Holders holding
period) by us.

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A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his common shares and all excess
distributions on his common shares over the entire holding period for the common
shares. Under this regime, (i) the excess distribution or gain would be
allocated ratably to each day of the U.S. Holders holding period for the common
shares, (ii) the amount allocated to the current taxable year and to any taxable
year in which the corporation was a PFIC would be treated as ordinary income for
the year of disposition and (iii) the amount allocated to each other year would
be subject to tax at the highest rate of tax in effect for that year and the
interest charge generally applicable to underpayments of tax would be imposed on
the resulting tax attributable to each such year. A Non-Electing U.S. Holder
that is not a corporation must treat this interest charge as "personal interest"
which is nondeductible.

If we are a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds our common shares, then we will continue to be
treated as a PFIC with respect to such common shares, even if we are no longer
definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC
status by electing to recognize gain (which will be taxed under the rules
discussed above for Non-Electing U.S. Holders) as if such common shares had been
sold on the last day of the last taxable year for which it was a PFIC.

Mark-to-Market Election. U.S. Holders who hold,
actually or constructively, marketable stock (as specifically defined in the
Treasury Regulations) of a foreign corporation that qualifies as a PFIC may
annually elect to mark such stock to the market (a mark-to-market election).
If such an election is made, such U.S. Holder will generally not be subject to
the special taxation rules of Section 1291 discussed above. However, if the
mark-to-market election is made by a Non-Electing U.S. Holder after the
beginning of the holding period for the PFIC stock, then the Section 1291 rules
will apply to certain dispositions of, distributions on and other amounts
taxable with respect to our common shares. A U.S. Holder who makes the mark-to
market election will include in income for the taxable year for which the
election was made an amount equal to the excess, if any, of the fair market
value of our common shares as of the close of such tax year over such U.S.
Holders adjusted basis in such common shares. In addition, the U.S. Holder is
allowed a deduction for the lesser of (i) the excess, if any, of such U.S.
Holders adjusted tax basis in the common shares over the fair market value of
such shares as of the close of the tax year, or (ii) the excess, if any, of (A)
the mark-to-market gains for our common shares included by such U.S. Holder for
prior tax years, including any amount which would have been included for any
prior tax year but for the Section 1291 interest on tax deferral rules discussed
above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market
losses for shares that were allowed as deductions for prior tax years. A U.S.
Holders adjusted tax basis in our common shares will be adjusted to reflect the
amount included in or deducted from income as a result of a mark-to-market
election. A mark-to-market election applies to the taxable year in which the
election is made and to each subsequent taxable year, unless our common shares
cease to be marketable, as specifically defined, or the IRS consents to
revocation of the election.

QEF Election. A U.S. Holder who elects in a
timely manner to treat us as a QEF (an Electing U.S. Holder) will be subject,
under Section 1293 of the Code, to current U.S. federal income tax for any
taxable year in which we qualify as a PFIC on the U.S. Holders pro rata share
of our (i) net capital gain (the excess of net long-term capital gain over net
short-term capital loss), which will be taxed as long-term capital gain to the
Electing U.S. Holder and (ii) ordinary earnings (the excess of earnings and
profits over net capital gain), which will be taxed as ordinary income to the
Electing U.S. Holder, in each case, for the shareholders taxable year in which
(or with which) our taxable year ends, regardless of whether such amounts are
actually distributed.

The effective QEF election also allows the Electing U.S. Holder
to (i) generally treat any gain realized on the disposition of his common shares
(or deemed to be realized on the pledge of his shares) as capital gain; (ii)
treat his share of our net capital gain, if any, as long-term capital gain
instead of ordinary income; and (iii) either avoid interest charges resulting
from PFIC status altogether, or make an annual election, subject to certain
limitations, to defer payment of current taxes on his share of our annual
realized net capital gain and ordinary earnings subject, however, to an interest
charge. If the Electing U.S. Holder is not a corporation, such an interest
charge would be treated as personal interest that is not deductible.

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The procedure a U.S. Holder must comply with in making an
effective QEF election, and the U.S. federal income tax consequences of the QEF
election, will depend on whether the year of the election is the first year in
the U.S. Holders holding period in which we are a PFIC. If the U.S. Holder
makes a QEF election in such first year, i.e., a timely QEF election,
then the U.S. Holder may make the QEF election by simply filing the appropriate
QEF election documents at the time the U.S. Holder files his tax return for such
first year. However, if we qualified as a PFIC in a prior year, then in addition
to filing the QEF election documents, the U.S. Holder must elect to recognize
(i) under the rules of Section 1291 of the Code (discussed herein), any gain
that he would otherwise recognize if the U.S. Holder sold his stock on the
qualification date or (ii) if we are a controlled foreign corporation, the U.S.
Holders pro rata share of our post-1986 earnings and profits as of the
qualification date. The qualification date is the first day of our first tax
year in which we qualified as a QEF with respect to such U.S. Holder. The
elections to recognize such gain or earnings and profits can only be made if
such U.S. Holders holding period for our common shares includes the
qualification date. By electing to recognize such gain or earnings and profits,
the U.S. Holder will be deemed to have made a timely QEF election. U.S. Holders
are urged to consult a tax advisor regarding the availability of and procedure
for electing to recognize gain or earnings and profits under the foregoing
rules. In addition to the above rules, under very limited circumstances, a U.S.
Holder may make a retroactive QEF election if such U.S. Holder failed to file
the QEF election documents in a timely manner.

A QEF election, once made with respect to us, applies to the
tax year for which it was made and to all subsequent tax years, unless the
election is invalidated or terminated, or the IRS consents to revocation of the
election. If a QEF election is made by a U.S. Holder and we cease to qualify as
a PFIC in a subsequent tax year, the QEF election will remain in effect,
although not applicable, during those tax years in which we do not qualify as a
PFIC. Therefore, if we again qualify as a PFIC in a subsequent tax year, the QEF
election will be effective and the U.S. Holder will be subject to the rules
described above for Electing U.S. Holders in such tax year and any subsequent
tax years in which we qualify as a PFIC. Generally, shareholders do not make a
QEF election unless they have sufficient information to determine their
proportionate shares of a corporations net capital gain and ordinary earnings.
We have not calculated these amounts for any shareholder and do not anticipate
making these calculations in the foreseeable future. Therefore, U.S. Holders of
our common shares should consult their own financial advisor, legal counsel or
accountant regarding the QEF election before making this election regarding our
shares.

Other PFIC Rules. Under Section 1291(f) of the
Code, the IRS has issued Proposed Treasury Regulations that, subject to certain
exceptions, would treat as taxable certain transfers of PFIC stock by
Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts,
exchanges pursuant to corporate reorganizations, and transfers at death.
Generally, in such cases the basis of our common shares in the hands of the
transferee and the basis of any property received in the exchange for those
common shares would be increased by the amount of gain recognized. However, the
specific U.S. federal income tax consequences to the U.S. Holder and the
transferee may vary based on the manner in which the common shares are
transferred.

Information Filing

Each U.S. Holder generally must file IRS Form 8621 reporting
distributions received and gain realized with respect to each PFIC in which the
U.S. Holder holds a direct or indirect interest. In addition, U.S. Holders must
file such other annual information as may be required by the U.S. Treasury
Department in subsequent guidance. Each U.S. Holder should consult its tax
advisor regarding these and any other applicable information or other reporting
requirements.

The PFIC rules are very complicated, and U.S. Holders should
consult their own financial advisor, legal counsel or accountant regarding the
PFIC rules, including the advisability of and procedure for making a QEF
election or a mark-to-mark election, and how these rules may impact their
particular U.S. federal income tax situation.

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Foreign Tax Credit.

A U.S. Holder who pays (or has withheld from distributions)
Canadian or other foreign income tax with respect to the ownership of our common
shares may be entitled, at the option of the U.S. Holder, to either receive a
deduction or a tax credit for U.S. federal income tax purposes with respect to
such foreign tax paid or withheld. Generally, it will be more advantageous to
claim a credit because a credit reduces U.S. federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayers income
subject to U.S. federal income tax. This election is made on a year-by-year
basis and applies to all foreign taxes paid by (or withheld from distributions
to) the U.S. Holder during that year.

There are significant and complex limitations that apply to the
foreign tax credit, among which is the general limitation that the credit cannot
exceed the proportionate share of the U.S. Holders U.S. income tax liability
that the U.S. Holders foreign source income bears to his or its worldwide
taxable income. In applying this limitation, the various items of income and
deduction must be classified as either foreign source or U.S. source.
Complex rules govern this classification process. In addition, this limitation
is calculated separately with respect to specific classes or baskets of
income. Under current law, there are only two baskets, passive category income
and general category income. Foreign taxes assigned to a particular class of
income generally cannot offset United States tax on income assigned to another
class. Unused foreign tax credits can generally be carried back one year and
forward ten years. Dividends distributed by us will generally constitute
foreign source income, and will be classified as passive category
income.

The availability of the foreign tax credit and the
application of the limitations with respect to the foreign tax credit are fact
specific, and each U.S. Holder of our common shares should consult their own
financial advisor, legal counsel or accountant regarding the foreign tax credit
rules.

Backup Withholding Tax

Backup withholding of U.S. federal income tax, currently at a
rate of 28%, may apply to certain payments made to a non-corporate U.S. Holder
who:

- fails to provide an accurate taxpayer identification number (generally on
  Form W-9);
- is notified by the IRS that backup withholding is required; or
- in certain circumstances, fails to comply with applicable certification
  requirements.

Backup withholding is not an additional tax. Rather, the amount
of any backup withholding will be allowed as a credit against a U.S. Holders
U.S. federal income tax liability and may entitle that holder to a refund,
provided that certain required information is timely furnished to the IRS. U.S.
Holders should consult their own tax advisor regarding the backup withholding
tax rules applicable to them with respect to their ownership of Common Shares.

2010 Legislative Developments

Newly enacted legislation requires certain U.S. Holders that
are individuals, estates or trusts to pay up to an additional 3.8% tax on, among
other things, dividends and capital gains for taxable years beginning after
December 31, 2012. In addition, the Company may require U.S. Holders to provide
certain tax and reporting information necessary for the Company to comply with
new reporting obligations. If a U.S. Holder does not provide such information,
the U.S. Holder will generally be subject to U.S. withholding tax on payments
made by the Company after January 1, 2013 in accordance with this new
legislation.

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Controlled Foreign Corporation

The above sections of this discussion may not describe the U.S.
federal income tax consequences to U.S. Holders resulting from the ownership and
disposition of our common shares if we qualify as a Controlled Foreign
Corporation (CFC).

If more than 50% of the total voting power or the total value
of our outstanding shares is owned, directly or indirectly, by citizens or
residents of the U.S., U.S. partnerships or corporations, or U.S. estates or
trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly
or indirectly, 10% or more of the total voting power of our outstanding shares
(each a 10% Shareholder), we could be treated as a CFC under Section 957 of
the Code.

We do not believe that we currently qualify as a CFC. However,
there can be no assurance that we will not be considered a CFC for the current
or any future taxable year. The CFC rules are very complicated, and U.S.
Holders should consult their own financial advisor, legal counsel or accountant
regarding the CFC rules and how these rules may impact their U.S. federal income
tax situation.

F.    Dividends and Paying Agents

Not applicable.

G.    Statement by Expert

Not applicable.

H.    Documents on Display

We are required to file reports with the Securities Commissions
in the province of British Columbia and the province of Alberta electronically
through the Canadian System for Electronic Document Analysis and Retrieval
(SEDAR), which can be viewed at www.sedar.com.

We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and we file
reports, registration statements and other information with the SEC. Our
reports, registration statements and other information can be inspected and
copies at the public reference facilities maintained by the SEC at the following
locations:

Judiciary                                 
      Plaza
    500                                
       West                                      
      MadisonRoom                                     
      1024
    Suite                                                                               
      1400Washington, DC 20549
    Chicago, IL 60661


Copies of these materials can also be obtained by mail at
prescribed rates from the Public Reference Section of the SEC, 100 F Street, NW,
Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330.

I.    Subsidiary Information

Not applicable.

ITEM 11:       QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because our current cash is held in Canadian dollars, our
financial results are expressed in Canadian dollars and our operations are
primarily paid for in Canadian dollars, we are not subject to foreign currency
fluctuations that would have any material affect on our financial position or
results of operations. Also, because of the status of our operations, we do not
believe that we are exposed to interest rate risk, commodity price risk or any
other relevant market risk at this time.

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We do not engage in currency speculation. Our trading
activities do not involve money market holdings.

ITEM 12:       DESCRIPTIONS OF
SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13:       DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no defaults, arrearages or delinquencies with
respect to indebtedness or the payment of dividends.

ITEM 14:       MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no material modifications to our common
shares.

ITEM 15:       CONTROLS AND
PROCEDURES

A.    Disclosure Controls and
Procedures

The Company's President and Chief Executive Officer and Chief
Financial Officer have conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of October 31, 2008. Our disclosure controls and procedures are designed to
ensure that information required to be disclosed in the reports we file under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow for timely decisions regarding required disclosures.

Based on this evaluation, the our President and Chief Executive
Officer and Chief Financial Officer concluded that, as of October 31, 2010, our
disclosure controls and procedures are effective to provide reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Commission's rules and
forms. Our management recognizes that any controls and procedures no matter how
well designed or operated, can only provide reasonable assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Our disclosure
controls and procedures have been designed to provide reasonable assurance of
achieving their objectives. However, because of the inherent limitations in all
control systems, even after the remediation efforts described above, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within the Company, have been detected.

B.    Management/Annual Report on Internal
Controls over Financial Reporting

The Board of Directors and management of the Company are
responsible for establishing and maintaining adequate internal controls over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal controls over
financial reporting are designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with Canadian GAAP,
including a reconciliation to U.S. GAAP.

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Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies and procedures may deteriorate.

Management conducted an assessment of the effectiveness of
internal controls over financial reporting based on the criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organization of the Treadway Commission (COSO). Based on this assessment,
management has concluded that internal control over financial reporting was
effective as of October 31, 2010 and onwards.

C.    Attestation Report of the Registered
Public Accounting Firm

Not applicable.

D.    Changes in Internal Control Over
Financial Reporting

During the period covered by this report, there has been no
change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 16A:       AUDIT
COMMITTEE FINANCIAL EXPERT

Prior to the filing of this report, our board of directors had
made the determination that two audit committee financial experts, Mr. James
Leman and Mr. Joseph Francese serve on the Audit Committee. Also, we believe
that Mr. Francese is independent under applicable rules of the Securities and
Exchange Commission.

ITEM 16B:       CODE OF
ETHICS

Our board of directors has not adopted a code of ethics that
applies to our executive officers as such a code is not required under
applicable Canadian laws.

ITEM 16C:       PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Collins Barrow Edmonton LLP (Collins Barrow), audited our
consolidated financial statements for the years ended October 31, 2009 and
October 31, 2008. Smythe Ratcliffe, LLP audited our consolidated financial
statements for the year ended October 31, 2010.

Audit Fees

Fees billed by Symthe Ratcliffe, LLPP for professional services
totaled $36,822 for the year ended October 31, 2010. Fees billed by Collins
Barrow for professional services totaled $65,000 for the year ended October 31,
2009. Such fees include fees associated with the audit of our annual financial
statements or services that are normally provided by our auditors in connection
with statutory and regulatory filings or engagements for those fiscal years.

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AuditRelated Fees

None.

All other Fees

During the fiscal years ended October 31, 2009 and October 31,
2008, Collins Barrow did not bill for any products or services other than as
described above.

Our audit committee pre-approves audit engagement terms and
fees prior to the commencement of any audit work, other than that which may be
necessary for our independent registered chartered accountants to prepare the
proposed audit approach, scope and fee estimates. Our independent auditors
annually submit a written proposal that details all audit and audit related
services. Audit fees are fixed and contained in the proposal, and the audit
committee reviews the nature and dollar value of services provided under such
proposal. Any revisions to such proposal after the engagement has begun are
reviewed and pre-approved by our audit committee.

There were no fees in 2010 that were not pre-approved by our
audit committee. All services described above under the captions Audit Fees,
Audit-Related Fees and Tax Fees were approved by our audit committee
pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

ITEM 16D:       EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E:       PURCHASES OF
EQUITY SECURITIES BY AFFILIATED PURCHASERS

(a) Total Number of Shares (or Units)
      Purchased
    (b) Weighted Average Price Paid per Share (or
      Units)
    (c) Total Number of Shares (or Units)
      Purchased as Part of Publicly Announced Plans or Programs
    (d) Maximum Number (or Approximate Dollar
      Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or
      ProgramsNovember 1, 2009 to November 30, 2009
    Nil
    N/A
    Nil
    NilDecember 1, 2009 to December 31, 2009
    Nil
    N/A
    Nil
    NilJanuary 1, 2010  January 31, 2010
    Nil
    N/A
    Nil
    NilFebruary 1, 2010 to February 29, 2010
    Nil
    N/A
    Nil
    NilMarch 1, 2010 to March 31, 2010
    Nil
    $0.17
    Nil
    120,000(1)April 1, 2010 to April 30, 2010
    Nil
    N/A
    Nil
    NilMay 1, 2010 to May 31, 2010
    1,525,000 (2)
    $0.20
    1,525,000 (2)
    1,525,000 (2)June 1, 2010 to June 30, 2010
    Nil
    N/A
    Nil
    NilJuly 1, 2010 to July 31, 2010
    Nil
    N/A
    Nil
    NilAugust 1, 2010 to August 31, 2010
    Nil
    N/A
    Nil
    Nil


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(a) Total Number of Shares (or Units) Purchased
    (b) Weighted Average Price Paid per Share (or
      Units)
    (c) Total Number of Shares (or Units) Purchased
      as Part of Publicly Announced Plans or Programs
    (d) Maximum Number (or Approximate Dollar
      Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or
      ProgramsSeptember 1, 2010 to September 30, 2010
    Nil
    N/A
    Nil
    NilOctober 1, 2010 to October 31, 2010
    7,130,000(3)
    $0.10
    7,130,000(3)
    7,130,000(3)


Notes:

|(1) | 120,000 common shares issuable pursuant to stock options
      granted under our stock option plan of which shall be exercisable in
      accordance with the plan and shall vest (i) 1/3 within 6 months; (ii) 1/3
      within 12 months from the date of the grant and (iii) 1/3 within 18 months
      from the date of the grant.                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 1,525,000 common shares issued pursuant to a private
      placement at $0.20 per common share, and 1,525,000 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.30 per common share for 24 months following the date of closing will
      expire May 27, 2012. The private placement closed on May 27, 2012, and its
      closing was publicly announced on May 27, 2012.              
|(3) | 7,130,000 common shares issued pursuant to a private
      placement at $0.10 per common share, and 7,130,000 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.30 per common share for 24 months following the date of closing will
      expire October 12, 2012. The private placement closed on October 12, 2012,
      and its closing was publicly announced on October 12,
  2012.

PART III

ITEM 17:       FINANCIAL
STATEMENTS

Our audited consolidated financial statements include:

- our balance sheets as at October 31, 2010 and October 31, 2009;
- statements of operations and comprehensive loss for the periods ended
  October 31, 2010, 2009 and 2008;
- statements of shareholders equity for the periods ended October 31, 2010,
  2009 and 2008; and
- statements of cash flows for the periods ended October 31, 2010, 2009 and
  2008.

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The consolidated financial statements as at and for the year
ended October 31, 2010 were audited by Symthe Ratcliffe LLP, our Independent
Registered Chartered Accountants. The consolidated financial statements as at
the years ended October 31, 2009 and 2008 were audited by Collins Barrow,
Edmonton LLP.

Our consolidated financial statements are prepared in
accordance with generally accepted accounting principles in Canada and are
reconciled to United States generally accepted accounting principles in Note 17.
All figures are expressed in Canadian dollars.

Page 56

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF TITAN TRADING ANALYTICS INC.(A DEVELOPMENT STAGE COMPANY)

We have audited the consolidated balance sheet of Titan Trading
Analytics Inc. as of October 31, 2010 and the consolidated statements of
operations and comprehensive loss, shareholders equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit 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 plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

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

The consolidated financial statements as at October 31, 2009
and for the years ended October 31, 2009 and 2008, and the cumulative totals
from 2002 (inception of development stage) were audited by another firm of
auditors who expressed an opinion without reservation on those statements in
their report dated February 15, 2010.

Smythe Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada February 8, 2011



Page 57

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COMMENTS BY AUDITORS FOR US READERS

The reporting standards of the Public Company Accounting
Oversight Board (United States) for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Companys ability to continue as a going concern, such as those described in
Note 1 to the consolidated financial statements. Our report to the shareholders
dated February 8, 2011, is expressed in accordance with Canadian reporting
standards, which do not permit a reference to such events and conditions in the
auditors report when these are adequately disclosed in the financial
statements.

Smythe Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada February 8, 2011



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TABLE OF CONTENTS

|                                                                   | PAGE   
|------------------------------------------------------------------ | -------
|Consolidated Balance Sheets                                        | 58     
|Consolidated Statements of Operations and Comprehensive
      Loss | 59     
|Consolidated Statements of Shareholders
      Equity              | 60     
|Consolidated Statements of Cash Flows                              | 61     
|Notes to Consolidated Financial Statements                         | 62 - 88

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|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, |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                         |   |             |   |   |             |  
|                                                         |   | 2010        |   |   | 2009        |  
|ASSETS                                                   |   |             |   |   |             |  
|CURRENT                                                  |   |             |   |   |             |  
|Cash                                                     | $ | 209,736     |   | $ | 83,162      |  
|Short-term investment (Note 3)                           |   | 60,000      |   |   | 90,000      |  
|Other receivables                                        |   | 10,088      |   |   | 35,180      |  
|Prepaid expenses and deposits                            |   | 37,727      |   |   | 27,743      |  
|                                                         |   | 317,551     |   |   | 236,085     |  
|Restricted cash (Note 4)                                 |   | ---         |   |   | 2,520       |  
|Deposit                                                  |   | 24,074      |   |   | 27,749      |  
|Property and equipment (Note 5)                          |   | 425,468     |   |   | 603,043     |  
|Technology rights (Note 6)                               |   | 398,000     |   |   | ---         |  
|                                                         |   |             |   |   |             |  
|                                                         | $ | 1,165,093   |   | $ | 869,397     |  
|                                                         |   |             |   |   |             |  
|LIABILITIES                                              |   |             |   |   |             |  
|CURRENT                                                  |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities (Note 11) | $ | 187,971     |   | $ | 181,851     |  
|Loans
      and advances (Note 7)                        |   | 2,111       |   |   | 296,096     |  
|                                                         |   | 190,082     |   |   | 477,947     |  
|Deferred lease inducements                               |   | 76,574      |   |   | 99,554      |  
|Convertible debentures (Note 8)                          |   | 283,509     |   |   | ---         |  
|                                                         |   |             |   |   |             |  
|                                                         |   | 550,165     |   |   | 577,501     |  
|                                                         |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                                     |   |             |   |   |             |  
|Share capital (Note 9)                                   |   | 15,845,770  |   |   | 13,591,954  |  
|Warrants (Note 9)                                        |   | 1,901,217   |   |   | 1,115,875   |  
|Contributed surplus (Note 9)                             |   | 2,899,907   |   |   | 2,276,357   |  
|Convertible debentures  equity component
      (Note 8) |   | 11,564      |   |   | ---         |  
|Deficit accumulated in development stage                 |   | (16,888,418 | ) |   | (13,537,178 | )
|Deficit                                                  |   | (3,155,112  | ) |   | (3,155,112  | )
|                                                         |   | 614,928     |   |   | 291,896     |  
|                                                         |   |             |   |   |             |  
|                                                         | $ | 1,165,093   |   | $ | 869,397     |  

Nature of Operations and Going Concern (Note 1)
Commitments(Note 12) Subsequent Events (Note 19)

|Approved by the Board: |  |               | 
|---------------------- |  | ------------- | 
|                       |  |               | 
|John
      Coulter   |  | James Leman | 
|Director               |  | Director      | 

|See accompanying notes to consolidated financial
      statements. | 60
|------------------------------------------------------------------ | --

---

|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)                             

|                                                           |   |                        |   |   |            |   |   |            |   |   | Cumulative    |  
|---------------------------------------------------------- | - | ---------------------- | - | - | ---------- | - | - | ---------- | - | - | ------------- | -
|                                                           |   | Years Ended October 31 |   |   | from 2002  |  
|                                                           |   |                        |   |   |            |   |   |            |   |   | (inception of |  
|                                                           |   |                        |   |   |            |   |   |            |   |   | development   |  
|                                                           |   | 2010                   |   |   | 2009       |   |   | 2008       |   |   | stage)        |  
|                                                           |   |                        |   |   |            |   |   |            |   |   |               |  
|EXPENSES                                                   |   |                        |   |   |            |   |   |            |   |   |               |  
|Research and development (Note 11)                         | $ | 873,215                |   | $ | 1,078,379  |   | $ | 871,222    |   | $ | 5,849,284     |  
|General and administrative (Note 11)                       |   | 1,903,159              |   |   | 2,279,935  |   |   | 1,730,916  |   |   | 9,388,200     |  
|Amortization                                               |   | 177,575                |   |   | 186,774    |   |   | 147,779    |   |   | 833,184       |  
|Bank charges and interest, net                             |   | 28,455                 |   |   | 11,844     |   |   | 1,671      |   |   | 109,533       |  
|Loss on short-term investment                              |   | ---                    |   |   | ---        |   |   | 350,467    |   |   | 353,467       |  
|Gain on foreign exchange                                   |   | (5,287                 | ) |   | (28,183    | ) |   | (26,070    | ) |   | (19,373       | )
|                                                           |   |                        |   |   |            |   |   |            |   |   |               |  
|Net loss and comprehensive loss for the period             | $ | (2,977,117             | ) | $ | (3,528,749 | ) | $ | (3,075,985 | ) | $ | (16,514,295   | )
|                                                           |   |                        |   |   |            |   |   |            |   |   |               |  
|LOSS PER SHARE Basic and diluted                          | $ | (0.05                  | ) | $ | (0.07      | ) | $ | (0.07      | ) |   |               |  
|                                                           |   |                        |   |   |            |   |   |            |   |   |               |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING |   | 61,292,998             |   |   | 51,951,767 |   |   | 44,032,360 |   |   |               |  

|See accompanying notes to consolidated financial
      statements. | 61
|------------------------------------------------------------------ | --

---

|TITAN TRADING ANALYTICS INC.                   
|-----------------------------------------------
|(Continued under the Laws of Alberta)          
|(A Development Stage Company)                  
|Consolidated Statements of Shareholders Equity
|(expressed in
      Canadian dollars)          

Years Ended October 31, 2010, 2009 and 2008ConvertibleShare
    
    
    
    
    
    Contributed
    
    
    DebenturesCapital
    
    
    Warrants
    
    
    Surplus
    
    
    -
      Equity
    
    
    Deficit
    
    
    Total**October 31,**
      **2007**
    $
    8,795,045
    
    $
    495,776
    
    $
    544,682
    
    $
    --
    
    $
    (10,087,556
    )
    $
    (252,053
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,075,985
    )
    
    (3,075,985
    )Expired/forfeited warrants
    
    
    
    
    (200,550
    )
    
    200,550
    
    
    
    
    
    
    
    
    ---Stock options exercised
    
    47,905
    
    
    
    
    
    (14,405
    )
    
    
    
    
    
    
    
    33,500Warrants exercised
    
    733,783
    
    
    (129,017
    )
    
    
    
    
    
    
    
    
    
    
    604,766Private placements
    
    2,168,586
    
    
    812,430
    
    
    
    
    
    
    
    
    
    
    
    2,981,016Warrants modified
    
    (37,664
    )
    
    37,664
    
    
    
    
    
    
    
    
    
    
    
    ---Stock compensation expense
    
    
    
    
    
    
    
    548,342
    
    
    
    
    
    
    
    
    548,342October 31,
      2008
    
    11,707,655
    
    
    1,016,303
    
    
    1,279,169
    
    
    
    
    
    (13,163,541
    )
    
    839,586Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,528,749
    )
    
    (3,528,749
    )Expired/forfeited warrants
    
    
    
    
    (239,077
    )
    
    239,077
    
    
    
    
    
    
    
    
    ---Stock options exercised
    
    169,120
    
    
    
    
    
    (49,820
    )
    
    
    
    
    
    
    
    119,300Private placements
    
    1,644,179
    
    
    338,649
    
    
    
    
    
    
    
    
    
    
    
    1,982,828Shares issued for service
    
    71,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000Stock compensation expense
    
    
    
    
    
    
    
    807,931
    
    
    
    
    
    
    
    
    807,931October 31, 2009
    
    13,591,954
    
    
    1,115,875
    
    
    2,276,357
    
    
    
    
    
    (16,692,290
    )
    
    291,896Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,977,117
    )
    
    (2,977,117
    )Private placements
    
    2,266,364
    
    
    626,049
    
    
    
    
    
    
    
    
    
    
    
    2,892,413Returned to treasury
    
    (12,548
    )
    
    (3,524
    )
    
    
    
    
    
    
    
    (9,306
    )
    
    (25,378
    )Warrants extension
    
    
    
    
    162,817
    
    
    
    
    
    
    
    
    (162,817
    )
    
    ---Stock compensation expense
    
    
    
    
    
    
    
    623,550
    
    
    
    
    
    
    
    
    623,550Convertible debentures
    
    
    
    
    
    
    
    
    
    
    11,564
    
    
    
    
    
    11,564Technology rights payment in excess of carrying value
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202,000
    )
    
    (202,000
    )October 31, 2010
    $
    15,845,770
    
    $
    1,901,217
    
    $
    2,899,907
    
    $
    11,564
    
    $
    (20,043,530
    )
    $
    614,928


|See accompanying notes to consolidated financial
      statements. | 62
|------------------------------------------------------------------ | --

---

|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 |   |   | Cumulative from |  
|------------------------------------------------------- | - | ---------------------- | - | - | --------------- | -
|                                                        |   |                        |   |   |                 |  
|                                                        |   |                        |   |   |                 |  
|                                                        |   | 2010                   |   |   | 2009            |  
|                                                        |   |                        |   |   |                 |  
|OPERATING                                               |   |                        |   |   |                 |  
|Net loss for the period                                 | $ | (2,977,117             | ) | $ | (3,528,749      | )
|Adjustments for non-cash items                          |   |                        |   |   |                 |  
|Amortization of property and equipment                  |   | 177,575                |   |   | 186,774         |  
|Research and development                                |   | ---                    |   |   | 71,000          |  
|Stock compensation expense                              |   | 623,550                |   |   | 807,931         |  
|Loss on disposal of equipment                           |   | ---                    |   |   | ---             |  
|Amortization of deferred lease inducements              |   | (22,980                | ) |   | (15,316         | )
|Accretion interest                                      |   | 1,073                  |   |   | ---             |  
|Foreign exchange gain                                   |   | 2,469                  |   |   | ---             |  
|Net changes in non-cash
      working capital balances: |   |                        |   |   |                 |  
|Prepaid expenses
      and deposits                     |   | (6,309                 | ) |   | 6,690           |  
|Other
      receivables                                 |   | 25,092                 |   |   | (35,180         | )
|Accounts payable and
      accrued liabilities          |   | 6,120                  |   |   | 61,365          |  
|Cash used in operating activities                       |   | (2,170,527             | ) |   | (2,445,485      | )
|INVESTING                                               |   |                        |   |   |                 |  
|Due from related parties                                |   | ---                    |   |   | 58,754          |  
|Loan receivable                                         |   | ---                    |   |   | ---             |  
|Purchase of property and equipment                      |   | ---                    |   |   | (47,179         | )
|Purchase of technology rights                           |   | (600,000               | ) |   | ---             |  
|Proceeds from deferred lease
      inducements          |   | ---                    |   |   | 114,870         |  
|Restricted cash                                         |   | 2,520                  |   |   | 227,409         |  
|Short-term investment                                   |   | 30,000                 |   |   | ---             |  
|Cash provided by (used in) investing                    |   |                        |   |   |                 |  
|activities                                              |   | (567,480               | ) |   | 353,854         |  
|FINANCING                                               |   |                        |   |   |                 |  
|Issue of share capital, net of issue
      costs        |   | 2,892,413              |   |   | 2,102,128       |  
|Redemption of common shares                             |   | ---                    |   |   | ---             |  
|Loans and advances                                      |   | (293,985               | ) |   | (222,929        | )
|Convertible debentures                                  |   | 294,000                |   |   | ---             |  
|Shares returned to treasury                             |   | (25,378                | ) |   | ---             |  
|Cash provided by
      financing activities             |   | 2,867,050              |   |   | 1,879,199       |  
|EFFECT OF EXCHANGE RATE CHANGES                         |   | (2,469                 | ) |   | (39,360         | )
|INCREASE (DECREASE) IN CASH                             |   | 126,574                |   |   | (251,792        | )
|CASH, BEGINNING OF PERIOD                               |   | 83,162                 |   |   | 334,954         |  
|CASH, END OF
      PERIOD                               | $ | 209,736                |   | $ | 83,162          |  
|CASH USED IN OPERATING ACTIVITIES
      INCLUDES:       |   |                        |   |   |                 |  
|Bank charges and interest                               | $ | 15,222                 |   | $ | 12,522          |  
|Income taxes paid                                       | $ | ---                    |   | $ | ---             |  
|Supplementary information:                              |   |                        |   |   |                 |  
|Shares issued for services                              | $ | ---                    |   | $ | 71,000          |  

|See accompanying notes to consolidated financial
      statements. | 63
|------------------------------------------------------------------ | --

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(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. Since 2002 the Company has been
      developing an automated trading platform. Cumulative balances incurred in
      developing the automated trading platform since 2002 have been presented
      in the financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The consolidated financial statements of Titan have been
      prepared on the basis of accounting principles applicable to a going
      concern, which assumes that the Company will be able to continue in
      operation for the foreseeable future and will be able to realize its
      assets and discharge its liabilities in the normal course of
    business.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Several adverse conditions cast substantial doubt on the
      validity of this assumption. The Company has incurred significant
      operating losses over the past several fiscal years and has an accumulated
      deficit of $20,043,530 at October 31, 2010 (2009 - $16,692,290).                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Management has evaluated the Companys alternatives to
      enable it to pay its liabilities as they become due and payable in the
      next twelve-month period, including reducing operating losses and
      obtaining additional or new financing in order to advance its business
      plan. The Company believes these measures will provide liquidity for it to
      continue as a going concern throughout fiscal 2011. However, management
      can provide no assurance thereon.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | If the going concern assumption was not appropriate for
      these consolidated financial statements, then adjustments would be
      necessary in the carrying value of assets and liabilities, the reported
      expenses and the balance sheet classifications used.                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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 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.                                                                                                                                                                                                                                                                                                                                   

64

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (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,
    2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Computer equipmentis 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 the carrying value for transactions with related parties with
      the difference of the fair value of consideration paid recorded to
      deficit. No amortization has been recorded as at October 31, 2010 as the
      life of the IP is indeterminable.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Deferred Lease Inducement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Lease inducements received in the form of leasehold
      improvement costs are amortized over the term of the lease as a reduction
      of rent expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

65

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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
      component 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 instrument 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 if redeemed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Future Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows the 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Monetary assets and liabilities denominated in currencies
      other than the Canadian dollar are translated using the rate of exchange
      prevailing at the balance sheet date. Revenues and expenses and other
      assets and liabilities are translated using the exchange rate prevailing
      on the transaction date. Gains and losses on translation are included in
      operations.                                                                                                                                                                                                                                                                                                                                                                                                         

66

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Foreign Currency Translation(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company translates the assets and liabilities of
      integrated foreign operations to Canadian dollars using the temporal
      method of translation. Under the temporal method, monetary assets and
      liabilities are translated at the rate of exchange prevailing at year-end,
      non-monetary assets and liabilities are translated at average rates of
      exchange during the year, with the exception of amortization, which is
      translated at historical exchange rates. Revenues and expenses are
      translated at the rates of exchange prevailing when the transactions
      occurred. Gains and losses resulting from translation adjustments are
      included in operations.

| | (c) *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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Proceeds from unit placements are allocated between
      shares and warrants issued according to their relative fair value using
      the weighted average method to determine the fair value of warrants
      issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 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.                                            

67

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

68

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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); andLevel 3  inputs for the asset or liability that are not based on
  observable market data (unobservable inputs).

Future Accounting Pronouncements

a) Business Combinations, Consolidated Financial Statements
      and Non-Controlling Interests

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

69

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (continued) 
|-- | ----------------------------------------------
|   |                                               
|   | Future Accounting Pronouncements
  (continued)

b) International Financial Reporting Standards
    (IFRS)

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

|3. | SHORT-TERM INVESTMENT                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                       
|   | Short-term investment consists of a $60,000 (2009 -
      $90,000) guaranteed investment certificate bearing interest at prime less
      2.00%, maturing September 2, 2011. The investment is collateral for a
      $60,000 (2009 - $90,000) letter of credit, which has been issued by the
      Company for their leased premises.
|   |                                                                                                                                                                                                                                                                                                                                       
|4. | RESTRICTED CASH                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                       
|   | Restricted cash consists of amounts held in a trading
      account for the purpose of trading securities to test the financial
      trading software that the Company is developing. As at October 31, 2010
      there is no restricted cash.                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                       
|5. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                

2010
    
    
    2009Accumulated
    
    
    Net Book
    
    
    
    
    
    Accumulated
    
    
    Net BookCost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueComputer equipment
    $
    328,865
    
    $
    222,256
    
    $
    106,609
    
    $
    328,865
    
    $
    174,429
    
    $
    154,436Office furniture
    
    88,349
    
    
    41,643
    
    
    46,706
    
    
    88,349
    
    
    29,877
    
    
    58,472Leasehold improvements
    
    589,908
    
    
    317,755
    
    
    272,153
    
    
    589,908
    
    
    199,773
    
    
    390,135$
    1,007,122
    
    $
    581,654
    
    $
    425,468
    
    $
    1,007,122
    
    $
    404,079
    
    $
    603,043


70

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|6. | TECHNOLOGY RIGHTS                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|   | The Company purchased all rights to the algorithms and
      codes for software from a non-arms length party for cash consideration of
      $600,000.

| |                                                                                                          |   | 2010     |   |   | 2009 | 
| | -------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ---- | 
| |                                                                                                          |   |          |   |   |      | 
| | Purchase of technology rights                                                                            | $ | 600,000  |   | $ | ---  | 
| | Allocation of excess of exchange amount from carrying value
      acquired from related party to deficit |   | (202,000 | ) |   | ---  | 
| |                                                                                                          |   |          |   |   |      | 
| |                                                                                                          | $ | 398,000  |   | $ | ---  | 

No amortization was taken during the
year.

|7. | LOANS AND ADVANCES
|-- | ------------------

| |                                                                                                                                                |   | 2010  |  |   | 2009    | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------- | - | ----- |  | - | ------- | 
| |                                                                                                                                                |   |       |  |   |         | 
| | Loan payable, is due to a
      Director of the Company. The loan is non-interest-bearing, unsecured and
      has no fixed terms of repayment | $ | 2,111 |  | $ | 5,198   | 
| | Advance from a third party, bears no interest, is unsecured and
      is due on demand                                                         |   | ---   |  |   | 290,898 | 
| |                                                                                                                                                |   |       |  |   |         | 
| |                                                                                                                                                | $ | 2,111 |  | $ | 296,096 | 

71

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|8. | CONVERTIBLE DEBENTURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On August 27, 2010, the Company issued $294,000 in
      convertible debentures. The debentures will mature on August 26, 2012 and
      bear interest of 12% per annum. The maturity date can be reduced to August
      26, 2011 at the option of the holder. The debentures will be convertible
      into 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
      debt and equity components as follows:

| |                                                             |   | 2010    |   |   | 2009 | 
| | ----------------------------------------------------------- | - | ------- | - | - | ---- | 
| | Face value of convertible debentures                        | $ | 294,000 |   | $ | ---  | 
| | Portion of
      convertible debentures allocated to equity |   | (11,564 | ) |   | ---  | 
| |                                                             |   | 282,436 |   |   | ---  | 
| | Interest expense                                            |   | 1,073   |   |   | ---  | 
| |                                                             | $ | 283,509 |   | $ | ---  | 
| |                                                             |   |         |   |   |      | 

The assumptions used to fair value the
equity component of the convertible debentures are as follows:

| | Expected dividend rate                    |  | 0%            | 
| | ----------------------------------------- |  | ------------- | 
| | Expected volatility                       |  | 95.78%        | 
| | Risk-free interest rate                   |  | 1.26          | 
| | Expected life of
      the debenture term |  | 2
      years | 

The present value of the contractual
obligation of the convertible debentures as at October 31, 2010 is $265,000 and
is calculated using the effective interest rate of 15%.

72

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | Authorized:                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | Unlimited number of common shares without par value
      Unlimited number of preferred shares with no par valuePreferred
      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.

| |                                      |  | Common Shares |  |   | Warrants  |  
| | ------------------------------------ |  | ------------- |  | - | --------- | -
| |                                      |  | Shares        |  |   | Amount    |  
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2001            |  | 9,812,966     |  | $ | 3,715,938 |  
| | Issued for cash                      |  | ---           |  |   | ---       |  
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2002            |  | 9,812,966     |  |   | 3,715,938 |  
| | Warrants expired                     |  | ---           |  |   | ---       |  
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2003            |  | 9,812,966     |  |   | 3,715,938 |  
| | Private placements                   |  | 3,211,999     |  |   | 242,456   |  
| | Share issuance costs                 |  | ---           |  |   | (9,800    | )
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2004            |  | 13,024,965    |  |   | 3,948,594 |  
| | Private placements                   |  | 5,455,110     |  |   | 878,014   |  
| | Warrants exercised                   |  | 430,000       |  |   | 72,240    |  
| | Shares issued for debt               |  | 3,736,324     |  |   | 472,309   |  
| | Shares issuance costs                |  | ---           |  |   | (77,652   | )
| | Warrants expired
      and forfeited |  | ---           |  |   | ---       |  
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2005            |  | 22,646,399    |  |   | 5,293,505 |  
| | Private placements                   |  | 6,012,765     |  |   | 1,157,590 |  
| | Warrants exercised                   |  | 2,155,333     |  |   | 363,920   |  
| | Warrants issued in software transfer |  | ---           |  |   | ---       |  
| | Warrants expired and forfeited       |  | ---           |  |   | ---       |  
| | Share issuance costs                 |  | ---           |  |   | (97,337   | )
| |                                      |  |               |  |   |           |  
| | Balance, October 31, 2006            |  | 30,814,497    |  | $ | 6,717,678 |  

73

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL
(continued)
|-- | -------------------------

| |                                  |  | Common Shares |   |   | Warrants   |  
| | -------------------------------- |  | ------------- | - | - | ---------- | -
| |                                  |  | Shares        |   |   | Amount     |  
| |                                  |  |               |   |   |            |  
| | Balance, October 31, 2006        |  | 30,814,497    |   | $ | 6,717,678  |  
| | Private placement                |  | 3,311,299     |   |   | 957,552    |  
| | Warrants exercised               |  | 3,010,403     |   |   | 884,171    |  
| | Stock options exercised          |  | 377,500       |   |   | 78,904     |  
| | Warrants expired and forfeited   |  | ---           |   |   | ---        |  
| | Shares issued for service        |  | 300,000       |   |   | 249,000    |  
| | Share issuance costs             |  | ---           |   |   | (92,260    | )
| |                                  |  |               |   |   |            |  
| | Balance, October 31, 2007        |  | 37,813,699    |   |   | 8,795,045  |  
| | Private placement                |  | 9,571,234     |   |   | 2,243,139  |  
| | Warrants exercised               |  | 1,494,412     |   |   | 733,783    |  
| | Stock options exercised          |  | 335,000       |   |   | 47,905     |  
| | Warrants expired and forfeited   |  | ---           |   |   | ---        |  
| | Warrants modified                |  | ---           |   |   | (37,664    | )
| | Share issuance costs             |  | ---           |   |   | (74,553    | )
| |                                  |  |               |   |   |            |  
| | Balance, October 31, 2008        |  | 49,214,345    |   |   | 11,707,655 |  
| | Private placement                |  | 7,743,533     |   |   | 1,693,027  |  
| | Stock options exercised          |  | 1,160,000     |   |   | 169,120    |  
| | Warrants expired and forfeited   |  | ---           |   |   | ---        |  
| | Share issuance costs             |  | ---           |   |   | (48,848    | )
| | Shares issued for
      services |  | 200,000       |   |   | 71,000     |  
| |                                  |  |               |   |   |            |  
| | Balance, October 31, 2009        |  | 58,317,878    |   |   | 13,591,954 |  
| | Private placements               |  | 24,785,750    |   |   | 2,296,821  |  
| | Warrants extended                |  | ---           |   |   |            |  
| | Warrants expired and forfeited   |  | ---           |   |   | ---        |  
| | Share issuance costs             |  | ---           |   |   | (30,457    | )
| | Return to treasury               |  | (84,600       | ) |   | (12,548    | )
| |                                  |  |               |   |   |            |  
| | Balance, October 31, 2010        |  | 83,019,028    |   | $ | 15,845,770 |  

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 whole 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.

74

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 2010 (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 whole 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 expires 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, which raised $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 whole 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
      expires 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.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On March 17, 2009, the Company closed a non-brokered
      private placement of units for gross proceeds of $656,260. The Company
      issued 2,187,533 units at $0.30 per unit. Each unit consists of one common
      share and one-half of one warrant. Each whole warrant is exercisable into
      one common share at a price of $0.45 during the first year following the
      date of closing and at $0.60 during the subsequent year, and will expire
      March 17, 2011. Of the gross proceeds, $512,335 and $143,925 have been
      allocated to common shares and warrants, respectively, using the relative
      fair value method. The Company paid a total of $44,056 in finders
      fees.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On October 15, 2009, the Company closed a non-brokered
      private placement of units for gross proceeds of $1,389,000. The Company
      issued 5,556,000 units at $0.25 per unit. Each unit consists of one common
      share and one-half of one warrant. Each whole warrant is exercisable into
      one common share at a price of $0.375 during the first year following the
      date of closing and at $0.50 during the subsequent year, and will expire
      October 15, 2011. Of the gross proceeds, $1,180,692 and $208,308 have been
      allocated to common shares and warrants, respectively, using the relative
      fair value method. The Company paid a total of $18,376 in finders
      fees.                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During 2009, a total of 1,160,000 options were
      exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In April 2009, the Company granted 200,000 shares for
      service to consultants of the Company. The fair value of the shares was
      determined on the date of issue to be $0.355 per share. As a result, the
      Company has recorded the cost of the shares at $71,000 and a consulting
      fee expense of $71,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

75

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 2009 (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Pursuant to disinterested shareholder approval on October
      2, 2009, the Software Transfer Agreements were further amended and the TSX
      Venture Exchange approved such amendments on November 10, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | According to the amended terms of the Software Transfer
      Agreements, commencing June 1, 2008, an aggregate of 4,500,000 shares and
      2,000,000 performance warrants would be issued based on gross revenues
      from TickAnalyst as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | If, between June 1, 2009 and May 31, 2010, Titan achieves
      cumulative gross revenue of at least $400,000, then 1,500,000 shares would
      be released after September 30, 2009. If, in the same period, Titan
      achieves cumulative gross revenue of at least $800,000, an additional
      1,500,000 shares would be released after January 31, 2010. If, in the same
      period, Titan achieves cumulative gross revenue of at least $1,200,000, an
      additional 1,500,000 shares would be released after May 31, 2010 and
      1,000,000 performance warrants at $0.50 would be exercisable for the
      six-month period June 1, 2010 to November 30, 2010. If, between June 1,
      2010 and May 31, 2011, Titan achieves cumulative gross revenue of at least
      $1,800,000, an additional 1,000,000 performance warrants at $1.00 would be
      exercisable for the six-month period of June 1, 2011 to November 30,
      2011.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended October 31, 2010, the gross revenue
      milestones were not achieved and therefore, no common shares are issuable
      and the performance warrants have been forfeited. The Company is currently
      reviewing possible avenues for restructuring of the Software Transfer
      Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In connection with the Software Transfer Agreements, the
      Company entered into consulting agreements with each of Cignal and Mr.
      Gossland, whereby they provided consulting services to the Company until
      October 31, 2008. Both Mr. Gossland and Mr. Carrozza continue to provide
      services to the Company on a month to month basis. The Company is
      currently making formal service contract arrangements with both Mr.
      Gossland and Mr. Carrozza.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The fair value of the common shares and warrants and the
      change in fair value as a result of the modification to the terms of the
      warrants has not been reflected in the financial statements, as the
      issuance of the shares and warrants are subject to performance conditions
      that have not been met.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Escrowed Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As at October 31, 2010, there were no common shares held
      in escrow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

76

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended October 31, 2010, the Company
      issued the following stock options to directors, officers and consultants
      of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Date
    #
      Stock Options
    Exercise Price
    Expiry DateNovember 13, 2009
    1,300,000
    $0.25
    November 13, 2014November 25, 2009
    25,000
    $0.27
    November 25, 2014March 3, 2010
    1,405,000
    $0.17
    March 3, 2015May 28, 2010
    1,350,000
    $0.17
    May
      28, 2015October 15, 2010
    50,000
    $0.10
    October 15, 2015


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

| |                            |   | 2010    |  |   | 2009    | 
| | -------------------------- | - | ------- |  | - | ------- | 
| | Research and development   | $ | 142,626 |  | $ | 277,890 | 
| | General and administrative |   | 480,924 |  |   | 530,041 | 
| |                            | $ | 623,550 |  | $ | 807,931 | 

77

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)                                                     
|-- | ------------------------------------------------------------------------------
|   |                                                                               
|   | Stock Options (continued)                                                     
|   |                                                                               
|   | The following table summarizes the activity of stock
      options as follows:

| | Year                                   |  | 2010       |   |   | 2009           | 
| | -------------------------------------- |  | ---------- | - | - | -------------- | 
| |                                        |  |            |   |   |                | 
| |                                        |  |            |   |   | Weighted-      | 
| |                                        |  | Number of  |   |   | Average        | 
| |                                        |  | Options    |   |   | Exercise Price | 
| | Outstanding at
      beginning of year |  | 9,130,593  |   | $ | 0.33           | 
| | Granted                                |  | 4,130,000  |   | $ | 0.19           | 
| | Exercised                              |  | ---        |   |   |                | 
| | Forfeited or expired                   |  | (1,870,593 | ) | $ | 0.27           | 
| | Outstanding at end of year             |  | 11,390,000 |   | $ | 0.29           | 
| | Exercisable at end of year             |  | 8,620,004  |   | $ | 0.32           | 

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

| |                |             |             | Weighted Average
| | -------------- | ----------- | ----------- | ----------------
| |                |             |             | Remaining       
| |                | Number      | Number      | Contractual Life
| | Exercise Price | Outstanding | Exercisable | (years)         
| | 0.315          | 360,000     | 360,000     | 0.6             
| | 0.30           | 1,560,000   | 1,560,000   | 1.2             
| | 0.69           | 200,000     | 200,000     | 1.7             
| | 0.50           | 50,000      | 50,000      | 1.8             
| | 0.37           | 1,085,000   | 1,085,000   | 2.2             
| | 0.50           | 190,000     | 190,000     | 2.3             
| | 0.34           | 50,000      | 50,000      | 2.6             
| | 0.335          | 150,000     | 150,000     | 2.7             
| | 0.30           | 900,000     | 900,000     | 2.8             
| | 0.36           | 510,000     | 510,000     | 2.8             
| | 0.36           | 350,000     | 350,000     | 3.0             
| | 0.305          | 50,000      | 50,000      | 3.2             
| | 0.33           | 1,205,000   | 1,205,000   | 3.3             
| | 0.355          | 600,000     | 600,000     | 3.5             
| | 0.25           | 1,300,000   | 433,334     | 4.0             
| | 0.27           | 25,000      | 8,334       | 4.1             
| | 0.17           | 1,405,000   | 468,336     | 4.3             
| | 0.17           | 1,350,000   | 450,000     | 4.6             
| | 0.10           | 50,000      | ---         | 5.0             
| |                |             |             |                 
| |                | 11,390,000  | 8,620,004   | 3.1             

78

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                  
|   | Stock Options (continued)                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                  
|   | The Company uses the Black-Scholes option pricing model
      to value the options and warrants included in the units of the private
      placements at each grant date under the following weighted- average
      assumptions:

| |                                                                          |  | Options |  |  | Warrants | 
| | ------------------------------------------------------------------------ |  | ------- |  |  | -------- | 
| |                                                                          |  | 2010    |  |  | 2009     | 
| | Weighted-average grant date
      fair value per share option or warrant |  | 0.19    |  |  | 0.25     | 
| | Expected
      dividend rate                                             |  | 0%      |  |  | 0%       | 
| | Expected volatility                                                      |  | 116%    |  |  | 120%     | 
| | Risk-free
      interest rate                                            |  | 2.55%   |  |  | 2.36%    | 
| | Expected
      life of options or warrants in years                      |  | 5 yrs.  |  |  | 5 yrs.   | 

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

Warrants

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

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

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

79

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|9. | SHARE CAPITAL (continued)
|-- | -------------------------
|   |                          
|   | Contributed Surplus      

| |                                 |   | 2010      |  |   | 2009      |  
| | ------------------------------- | - | --------- |  | - | --------- | -
| | Balance, beginning of year      | $ | 2,276,357 |  | $ | 1,279,169 |  
| | Stock compensation expense      |   | 623,550   |  |   | 807,931   |  
| | Expired and forfeited warrants  |   | ---       |  |   | 239,077   |  
| | Exercise of stock
      options |   | ---       |  |   | (49,820   | )
| | Balance, end of year            | $ | 2,899,907 |  | $ | 2,276,357 |  

|10. | FUTURE INCOME TAXES                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                        
|    | Income tax expense differs from the amounts computed by
      applying the statuary income tax rates to loss before income taxes. The
      differences are as follows:

| |                             |   | 2010     |   |   | 2009       |   |   | 2008     |  
| | --------------------------- | - | -------- | - | - | ---------- | - | - | -------- | -
| | Computed tax recovery       | $ | (838,498 | ) | $ | (1,026,160 | ) | $ | (914,798 | )
| | Foreign rate differential   |   | (56,806  | ) |   | (20,106    | ) |   | (35,139  | )
| | Non-deductible expenses     |   | 186,251  |   |   | 61,260     |   |   | 206,294  |  
| | Other temporary differences |   | 31,470   |   |   | (28,157    | ) |   | (25,083  | )
| | Unrecognized losses         |   | 677,583  |   |   | 1,013,163  |   |   | 768,726  |  
| |                             | $ | ---      |   | $ | ---        |   | $ | ---      |  

The tax effect of significant temporary
differences is as follows:

| |                                                           |   | 2010       |   |   | 2009       |   |   | 2008       |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                           |   |            |   |   |            |   |   |            |  
| | Operating loss carry-forwards                             | $ | 3,990,920  |   | $ | 3,595,119  |   | $ | 2,819,387  |  
| | Other temporary
      differences                         |   | 210,281    |   |   | 98,064     |   |   | 87,947     |  
| | Future income tax assets before valuation
      allowance |   | 4,201,201  |   |   | 3,693,183  |   |   | 2,907,334  |  
| | Valuation
      allowance                                 |   | (4,201,201 | ) |   | (3,693,183 | ) |   | (2,907,334 | )
| | Future income tax assets                                  | $ | ---        |   | $ | ---        |   | $ | ---        |  

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

80

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|10. | FUTURE INCOME TAXES          
|--- | -----------------------------
|    |                              
|    | The losses expire as follows:

| |       |   | Loss      |  |   |             |  |   |            | 
| | ----- | - | --------- |  | - | ----------- |  | - | ---------- | 
| |       |   | carry-    |  |   | Loss carry- |  |   |            | 
| |       |   | forwards  |  |   | forwards    |  |   |            | 
| |       |   | in the    |  |   | in Canada   |  |   | Total      | 
| |       |   | United    |  |   |             |  |   |            | 
| |       |   | States    |  |   |             |  |   |            | 
| |       |   |           |  |   |             |  |   |            | 
| | 2014  | $ | ---       |  | $ | 458,893     |  | $ | 458,893    | 
| | 2015  |   | ---       |  |   | 1,362,971   |  |   | 1,362,971  | 
| | 2026  |   | 173,617   |  |   | 3,335,533   |  |   | 3,509,150  | 
| | 2027  |   | 318,554   |  |   | 2,028,924   |  |   | 2,347,478  | 
| | 2028  |   | 668,114   |  |   | 1,798,540   |  |   | 2,466,654  | 
| | 2029  |   | 335,681   |  |   | 3,112,072   |  |   | 3,447,753  | 
| | 2030  |   | 831,308   |  |   | 1,443,651   |  |   | 2,274,959  | 
| |       |   |           |  |   |             |  |   |            | 
| | Total | $ | 2,327,274 |  | $ | 13,540,584  |  | $ | 15,867,858 | 

|11. | RELATED PARTY TRANSACTIONS                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|    | Included in the consolidated financial statements are the
      following related party transactions not disclosed
  elsewhere:

| |                                |   | 2010    |  |   | 2009    |  |   | 2008    | 
| | ------------------------------ | - | ------- |  | - | ------- |  | - | ------- | 
| | Management and consulting fees | $ | 382,241 |  | $ | 94,500  |  | $ | 184,500 | 
| | Research and development       | $ | 120,000 |  | $ | 237,574 |  | $ | 258,182 | 
| | Finders 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 and companies controlled by directors.

Included in accounts payable and
accrued liabilities is $26,614 (2009 - $27,548) payable to directors of the
Company and companies controlled by directors.

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

81

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|12. | COMMITMENTS                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                 
|    | The Company has lease agreements for its offices with
      minimum annual payments until expiration of the leases as
  follows:

| |  | Year |  |   | Total   | 
| |  | ---- |  | - | ------- | 
| |  | 2011 |  | $ | 78,768  | 
| |  | 2012 |  |   | 65,640  | 
| |  |      |  | $ | 144,408 | 

|13. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|    | Financial Risk Management                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                              
|    | The Company has classified its financial instruments as
      follows:
Cash, short-term investment and restricted cash are classified as
  held-for-trading.Accounts payable, loans and advances, and convertible debentures are
  classified as other financial liabilities.

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 2010 fiscal year.

(a)Fair Value

The Company's financial instruments
consist of cash, short-term investment, restricted cash, accounts payable, loans
and advances, and convertible debentures. The fair values of cash, short-term
investment and accounts payable 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.

82

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|13. | FINANCIAL INSTRUMENTS (continued)                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|    | (b) Credit Risk                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company is exposed to credit risk in its cash,
      short-term investment and restricted cash. The maximum exposure of the
      credit risk is the full carrying value of the financial instrument. The
      Company minimizes the credit risk of cash, short-term investment and
      restricted cash by only dealing with credit-worthy financial
      institutions.
|    |                                                                                                                                                                                                                                                                                                                                                                                
|    | The Companys concentration of credit risk and maximum
      exposure thereto is as follows:                                                                                                                                                                                                                                                                                   

| |                       |   | 2010    |  |   | 2009    | 
| | --------------------- | - | ------- |  | - | ------- | 
| | Cash                  | $ | 209,736 |  | $ | 83,162  | 
| | Short-term investment |   | 60,000  |  |   | 90,000  | 
| | Restricted cash       |   | ---     |  |   | 2,520   | 
| |                       |   |         |  |   |         | 
| |                       | $ | 269,736 |  | $ | 175,682 | 

| | (c) Market Risk
| | ---------------
| |                
| |                
| |                
| |                
| |                
| |                
| |                
| |                
| |                
| |                
| |                
| |                

83

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|13. | FINANCIAL INSTRUMENTS (continued)
|--- | ---------------------------------
|    |                                  
|    | (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, 2010, the Company had
accounts payable of $101,291 (2009 - $114,541) and loans and advances payable of
$2,111 (2009 - $296,096), which are due for payment in the short-term (0  3
months). The convertible debentures and the interest payments totaling $358,680
are due within two years.

|14. | SEGMENTED INFORMATION                                                                
|--- | -------------------------------------------------------------------------------------
|    |                                                                                      
|    | Substantially all of the Companys property and equipment
      is located in Canada.
|    |                                                                                      
|15. | ACCRUED LIABILITIES                                                                  
|    |                                                                                      
|    | The Companys accrued liabilities include the following
      amounts:               

| |                             |   | 2010   |  |   | 2009   | 
| | --------------------------- | - | ------ |  | - | ------ | 
| | Due to employees            | $ | 12,699 |  | $ | ---    | 
| | Due to taxation authorities |   | 8,606  |  |   | 1,312  | 
| | Others                      |   | 57,248 |  |   | 66,000 | 
| |                             | $ | 78,553 |  | $ | 67,312 | 

|16. | 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 loans and advances
      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.                                                                                                                                                                                                                                      

84

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|16. | CAPITAL MANAGEMENT (continued)                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                        
|    | 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.
|    |                                                                                                                                                                        
|17. | 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 its
operations and cash flows under Canadian GAAP and United States generally
accepted accounting principles (US GAAP), except as follows:

Technology Rights

Under US GAAP, transactions with
related parties are measured at the exchange amount, which is the amount of
consideration agreed upon by the transacting parties. For the acquisition of
technology rights, the exchange amount was $600,000. For Canadian GAAP purposes,
transactions with related parties not in the normal course of business where the
amount of the exchange is not supported by independent evidence is measured at
the carrying value to the related party, which is $398,000, 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. 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 debentures are bifurcated
into a debt component and an equity component. The effect of recording the
convertible debentures as debt would be to reduce accretion expense by $1,073.

Research and Development

Under US GAAP, all costs incurred to
establish technological feasibility of software are expensed as incurred. Costs
subsequent to establishing technological feasibility are capitalized until the
software is available for release to general customers. Under Canadian GAAP,
development costs that meet generally accepted criteria for deferral, which
includes achieving technological feasibility, are capitalized and amortized. The
Company has not met the criteria of establishing technological feasibility under
both Canadian and US GAAP and has not capitalized any development costs.

85

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|17. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 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.

86

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|17. | 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
| | ------------------------------------------------------------------
| |                                                                   
| |                                                                   
| |                                                                   
| |                                                                   
| | Net loss and comprehensive
      loss for the year                
| |  Canadian GAAP                                                   
| |                                                                   
| | Stock
      compensation expense                                  
| |                                                                   
| | Accretion interest                                                
| | Net loss and comprehensive
      loss for the year                
| |  US GAAP                                                         
| |                                                                   
| | Loss per share  Basic and diluted, Canadian
      GAAP           
| |                                                                   
| | Loss per share  Basic and diluted, US GAAP                       
| | Weighted average number of common shares outstanding              

| | Consolidated Statements of Cash Flows                                      |  
| | -------------------------------------------------------------------------- | -
| |                                                                            |  
| |                                                                            |  
| |                                                                            |  
| |                                                                            |  
| | Cash used in operating activities 
      Canadian & US GAAP               | $
| | Cash provided by (used in) investing activities  Canadian
      & US GAAP |  
| | Cash provided by financing activities 
      Canadian & US GAAP           |  
| |                                                                            |  
| | Effect of foreign exchange on cash                                         |  
| |                                                                            |  
| | (Decrease) increase in cash during the year                                |  
| |                                                                            |  
| | Cash, beginning of year                                                    |  
| | Cash, end of year
       US GAAP                                          | $

87

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|17. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)
|--- | -------------------------------------------------------------------------------------------------

| | Consolidated Balance Sheets                                        |  
| | ------------------------------------------------------------------ | -
| |                                                                    |  
| |                                                                    |  
| | Total assets  Canadian GAAP                                       | $
| | Technology rights
       exchange amount                          |  
| | Total assets  US GAAP                                             | $
| |                                                                    |  
| | Total liabilities  Canadian GAAP                                  | $
| | Convertible debentures  accretion interest                        |  
| | Convertible debentures  equity component                          |  
| | Total liabilities
       US GAAP                                  |  
| |                                                                    |  
| | Share capital  Canadian GAAP                                      |  
| | Shares issued to consultants                                       |  
| | Share capital  US
      GAAP                                      |  
| | Warrants  Canadian and US GAAP                                    |  
| | Contributed surplus  Canadian and US GAAP                         |  
| |                                                                    |  
| | Convertible debentures  equity component, Canadian GAAP           |  
| | Convertible debentures  equity component                          |  
| | Convertible
      debentures equity component  US GAAP            |  
| |                                                                    |  
| | Deficit accumulated in the development stage  Canadian
      GAAP |  
| | Stock compensation expense  shares issued
      to consultants    |  
| | Accretion interest                                                 |  
| | Technology rights                                                  |  
| | Deficit
      accumulated in the development stage  US GAAP       |  
| | Deficit  Canadian and US GAAP                                     |  
| | Total
      shareholders' equity  Canadian GAAP                   |  
| | Total shareholders' equity  US GAAP                               |  
| |                                                                    |  
| | Total liabilities and shareholders' equity  Canadian GAAP         |  
| | Total liabilities
      and shareholders' equity  US GAAP         | $

88

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|17. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Impact of Recently Adopted Accounting
    Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In October 2009, the Financial Accounting Standards Board
      (FASB) issued Accounting Standards Update (ASU) 2009-15, Accounting
      for Own-Share Lending Arrangements in Contemplation of Convertible Debt
      Issuance or Other Financing. ASU 2009-15 amends the accounting and
      reporting guidance for debt (and certain preferred stock) with specific
      conversion features or other options. ASU 2009-15 was effective January 1,
      2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In December 2009, the FASB issued ASU 2009-17,
      Consolidations (Topic 810)  Improvements to Financial Reporting by
      Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes
      how a reporting entity determines when an entity that is insufficiently
      capitalized or is not controller through voting (or similar rights) should
      be consolidated. ASU 2009-17 also requires a reporting entity to provide
      additional disclosures about its involvement with variable interest
      entities and any significant changes in risk exposure due to that
      involvement. ASU 2009-17 was effective January 1, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In January 2010, the FASB issued ASU 2010-06, Fair Value
      Measurements and Disclosures (Topic 820)  Improving Disclosures about
      Fair Value Measurements. This ASU requires new disclosures and clarifies
      certain existing disclosure requirements about fair value measurements.
      ASU 2010-06 requires a reporting entity to disclose significant transfers
      in and out of Level 1 and Level 2 fair value measurements, to describe the
      reasons for the transfers and to present separately information about
      purchases, sales, issuances and settlements for fair value measurements
      using significant unobservable inputs. ASU 2010-06 is effective for
      interim and annual reporting periods beginning after December 15, 2009,
      except for the disclosures about purchases, sales, issuances and
      settlements in the roll forward of activity in Level 3 fair value
      measurements, which is effective for interim and annual reporting periods
      beginning after December 15, 2010; early adoption is permitted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The adoption of the above standards did not have a
      significant effect on the Companys consolidated financial
    statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In October 2009, the FASB issued ASU 2009-13, Revenue
      Recognition (Topic 605): Multiple Deliverable Revenue Arrangements  A
      Consensus of the FASB Emerging Issues Task Force. This update provides
      application guidance on whether multiple deliverables exist, how the
      deliverables should be separated and how the consideration should be
      allocated to one or more units of accounting. This update establishes a
      selling price hierarchy for determining the selling price of a
      deliverable. The selling price used for each deliverable will be based on
      vendor-specific objective evidence, if available, third-party evidence if
      vendor-specific evidence is not available, or estimated selling price if
      neither vendor-specific nor third-party evidence is available. The Company
      will be required to apply this guidance prospectively for revenue
      arrangements entered into or materially modified after January 1, 2011;
      however, earlier application is permitted.                         

89

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(Development Stage Company)                
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2010, 2009 and 2008
|(expressed in
      Canadian dollars)      

|17. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | New Accounting Standards (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In October 2009, the FASB issued ASU 2009-14, Software
      (Topic 985) - Certain Revenue Arrangements That Include Software Elements.
      ASU 2009-14 changes the accounting model for revenue arrangements that
      involve a combination of tangible products and software. Tangible products
      containing software components and non-software components that function
      together to deliver the tangible products essential functionality are no
      longer within the scope of the software revenue recognition guidance in
      ASC 985. ASU 2009-14 is effective prospectively for revenue arrangements
      entered into or materially modified in fiscal years beginning on or after
      June 15, 2010 with early adoption permitted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The adoption of the above standards is not expected not
      have a significant impact on the Companys consolidated financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18. | COMPARATIVE FIGURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Certain of the figures for the 2009 fiscal year have been
      reclassified to conform to the current years presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|19. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On November 3, 2010, the Company granted 1,930,000 stock
      options to a director and officer of the Company. The options have an
      exercise price of $0.11 with a vesting term over an eighteen-month period
      and a five-year term to expiry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On November 24, 2010, the Company grante 3,770,000 stock
      options, in the aggregate, to officers and consultants of the Company. The
      options have an exercise price of $0.14, with vesting over an
      eighteen-month period and a five-year term to expiry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On December 3, 2010, the Company completed a non-brokered
      private placement of units, which raised $1,022,125. The private placement
      consisted of 10,221,250 units at $0.10 for total proceeds of $1,022,125.
      Each unit consists of one common share and one-half of one warrant. Each
      whole share purchase warrant is exercisable into one common share at a
      price of $0.30 during the two-year period following the date of the
      closing and will expire December 3, 2012. The Company paid a total of
      $88,250 in finders fees to arms length parties. The units and the common
      shares issuable upon exercise of the warrants are subject to a four-month
      restricted period, which expires April 4, 2011.  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On December 22, 2010, the Company granted 200,000 stock
      options, in the aggregate, to a consultant of the Company. The options
      have an exercise price of $0.13, with vesting over an eighteen-month
      period and a five-year term to expiry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

90

---

ITEM 18:       FINANCIAL
STATEMENTS

See Item 17  Financial Statements

ITEM 19:     
 EXHIBITS

|Exhibit No. | Description                                                                                                                                                                                                                                                                     
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*        | Certificate of Incorporation of
      KBK No. 24 Ventures Ltd.                                                                                                                                                                                                                  
|1.2*        | Certificate of Change of Name of KBK No. 24
      Ventures Ltd. to Titan Trading Analytics Inc.                                                                                                                                                                                 
|1.3***      | Articles of Continuance 
      Alberta Business Corporations Act                                                                                                                                                                                                               
|4.1*        | Escrow Agreement dated January 5, 1996 among
      The Montreal Trust Company of Canada, Titan Trading Analytics Inc. and TTN
      Escrow Capital Corp.                                                                                                                        
|4.2**       | Licensing Agreement dated June
      6, 2003 between Titan Trading Analytics Inc. and Cignal Technologies LLC                                                                                                                                                                   
|4.3**       | Letter Agreement dated June 3, 2003 between Dr.
      Powell, Mr. Kreilein and Mr. Carrozza                                                                                                                                                                                     
|4.4*****    | Amended & Restated Software
      Transfers Agreement between Titan Trading Analytics Inc. and Philip
      Carrozza and Cignal Technologies, LLC and between Titan Trading Analytics
      Inc. and Michael Gossland                                                           
|8.1****     | List of Subsidiaries                                                                                                                                                                                                                                                            
|12.1        | Section 302 Certification -
      Certification of the Chief Executive Officer and Chief Financial Officer
      of the Corporation pursuant to Rule 13a-14(a) of the Securities Exchange
      Act of 1934                                                                     
|13.1        | Section 906 Certification - Certification of
      the Chief Executive Officer and Chief Financial Officer of the Corporation
      pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and
      Section 1350 of Chapter 63 of Title 18 of the United States Code

|*     | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on June 30, 1999.
|----- | ---------------------------------------------------------------------------------------------------------------
|**    | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 28, 2004. 
|***   | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 17, 2005. 
|****  | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 12, 2006. 
|***** | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 1, 2007.  

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

| | TITAN TRADING ANALYTICS INC.                                                                 
| | ---------------------------------------------------------------------------------------------
| | Dated: April 30, 2011                                                                        
| |                                                                                              
| |                                                                                              
| | By: /s/ John Coulter                                                                         
| | Mr. John Coulter, President, Chief Executive
      Officer and Acting Chief Financial Officer

91

---

EXHIBIT INDEX

|Exhibit No. | Description                                                                                                                                                                                                                                                                     
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*        | Certificate of Incorporation of
      KBK No. 24 Ventures Ltd.                                                                                                                                                                                                                  
|1.2*        | Certificate of Change of Name of KBK No. 24
      Ventures Ltd. to Titan Trading Analytics Inc.                                                                                                                                                                                 
|1.3***      | Articles of Continuance 
      Alberta Business Corporations Act                                                                                                                                                                                                               
|4.1*        | Escrow Agreement dated January 5, 1996 among
      The Montreal Trust Company of Canada, Titan Trading Analytics Inc. and TTN
      Escrow Capital Corp.                                                                                                                        
|4.2**       | Licensing Agreement dated June
      6, 2003 between Titan Trading Analytics Inc. and Cignal Technologies LLC                                                                                                                                                                   
|4.3**       | Letter Agreement dated June 3, 2003 between Dr.
      Powell, Mr. Kreilein and Mr. Carrozza                                                                                                                                                                                     
|4.4*****    | Amended & Restated Software
      Transfers Agreement between Titan Trading Analytics Inc. and Philip
      Carrozza and Cignal Technologies, LLC and between Titan Trading Analytics
      Inc. and Michael Gossland                                                           
|8.1****     | List of Subsidiaries                                                                                                                                                                                                                                                            
|12.1        | Section 302 Certification -
      Certification of the Chief Executive Officer and Chief Financial Officer
      of the Corporation pursuant to Rule 13a-14(a) of the Securities Exchange
      Act of 1934                                                                     
|13.1        | Section 906 Certification - Certification of
      the Chief Executive Officer and Chief Financial Officer of the Corporation
      pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and
      Section 1350 of Chapter 63 of Title 18 of the United States Code

|*     | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on June 30, 1999.
|----- | ---------------------------------------------------------------------------------------------------------------
|**    | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 28, 2004. 
|***   | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 17, 2005. 
|****  | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 12, 2006. 
|***** | Incorporated by reference to our registration statement
      on Form 20-F filed with the SEC on May 1, 2007.  

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