UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
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, 2008




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










Page
1





TITAN
TRADING ANALYTICS INC.


(Exact
name of Registrant as specified in its charter)





Alberta,
Canada


(Jurisdiction
of incorporation or organization)





751, 815 – 8thAvenue SW, Calgary,
Alberta, Canada, T2P 3P2


(Address
of principal executive offices)





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





Title
      of each class
                Name
      of each exchange onwhich
      registeredN/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, 2007:
37,813,699





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





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 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  ̈





Page
2




TABLE
OF CONTENTS




Titan
Trading Analytics Inc.


Form
20-F Annual Report




Table
of Contents




Section
                
                PagePART
      IITEM
      1:
                IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
      ADVISORS
                5ITEM
      2:
                OFFER STATISTICS AND EXPECTED TIMETABLE
                5ITEM
      3:
                KEY INFORMATION
                5A.
                Selected Financial Data
                5B.
                Capitalization and Indebtedness
                6C.
                Reasons for the Offer and Use of
    Proceeds
                7D.
                Risk Factors
                7ITEM
      4:
                INFORMATION ON THE COMPANY
                11A.
                History and Development of the Company
                11B.
                Business Overview
                12C.
                Organizational Structure
                23D.
                Property, Plants and Equipment
                23ITEM
      4A:
                UNRESOLVED STAFF
COMMENTS
                23ITEM
      5:
                OPERATING AND FINANCIAL REVIEW AND
    PROSPECTS
                23A.
                Operating Results
                25B.
                Liquidity and Capital Resources
                27C.
                Research and Development, Patents and Licenses,
      etc
                28D.
                Trend Information
                28E.
                Off-balance Sheet Arrangements
                28F.
                Tabular Disclosure of Contractual Obligations
                28ITEM
      6:
                DIRECTORS, SENIOR MANAGEMENT AND
    EMPLOYEES
                28A.
                Directors and Senior Management
                28B.
                Compensation
                29C.
                Board Practices
                31D.
                Employees
                35E.
                Share Ownership
                35ITEM
      7:
                MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
                38A.
                Major Shareholders
                38B.
                Related Party Transactions
                40C.
                Interests of Experts and Counsel
                42ITEM
      8:
                FINANCIAL INFORMATION
                42A.
                Consolidated Statements and Other Financial
      Information
                42B.
                Significant Changes
                42ITEM
      9:
                THE OFFER AND LISTING
                43A.
                Offer and Listing Details
                43B.
                Plan of Distribution
                44C.
                Markets
                44D.
                Selling Shareholders
                44E.
                Dilution
                44F.
                Expenses of the Issue
                44ITEM
      10:
                ADDITIONAL INFORMATION
                44A.
                Share Capital
                44B.
                Articles of Incorporation
                45C.
                Material Contracts
                45D.
                Exchange Controls
                47E.
                Taxation
                47F.
                Dividends and Paying Agents
                55


Page
3




Section
                  
                  PageG.
                  Statement by Expert
                  55H.
                  Documents on Display
                  55I.
                  Subsidiary Information
                  56ITEM
      11:
                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                  56ITEM
      12:
                  DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY
      SECURITIES
                  56PART
      IIITEM
      13:
                  DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
                  57ITEM
      14:
                  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
      AND USE OF PROCEEDS
                  57ITEM
      15:
                  CONTROLS AND PROCEDURES
                  57A.
                  Disclosure Controls and Procedures
                  57B.
                  Management / Annual Report on Internal Controls over
      Financial Reporting
                  57C.
                  Attestation Report of the Registered Public Accounting
      Firm
                  58D.
                  Changes in Internal Control Over Financial
      Reporting
                  58ITEM
      16A:
                  AUDIT COMMITTEE FINANCIAL EXPERT
                  58ITEM
      16B:
                  CODE OF ETHICS
                  58ITEM
      16C:
                  PRINCIPAL ACCOUNTANT FEES AND SERVICES
                  58ITEM
      16D:
                  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEES
                  59ITEM
      16E:
                  PURCHASE OF EQUITY SECURITIES BY AFFILIATED
      PURCHASES
                  59PART
      IIIITEM
      17:
                  FINANCIAL STATEMENTS
                  61ITEM
      18:
                  FINANCIAL STATEMENTS
                  93ITEM
      19:
                  EXHIBITS
                  93







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.





Page
4




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 31,2008
                                
                                
                                2007
                                
                                
                                2006
                                
                                
                                2005
                                
                                
                                2004
                                
                                
                                2003
                                
                                
                                2002
                                
                                
                                2001Average
      for Period
                                
                                0.9690
                                
                                
                                0.9811
                                
                                
                                0.8831
                                
                                
                                0.8213
                                
                                
                                0.7634
                                
                                
                                0.6880
                                
                                
                                0.6354
                                
                                
                                0.6513




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
                            
                            
                            March2008
                            
                            
                            2008
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2009
                            
                            
                            2009High
      for the Month
                            
                            0.9428
                            
                            
                            0.8694
                            
                            
                            0.8360
                            
                            
                            0.8485
                            
                            
                            0.8221
                            
                            
                            0.8180Low
      for the Month
                            
                            0.7727
                            
                            
                            0.7782
                            
                            
                            0.7710
                            
                            
                            0.7889
                            
                            
                            0.7860
                            
                            
                            0.7698




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 21, 2009, the Closing exchange rate of Canadian
dollars into United States dollars published by the Bank of Canada US$0.8089
(US$1.00 = CDN$1.2363).




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.




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, 2008, 2007, 2006, 2005 and 2004. 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.





Page
5




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, 2008
                              
                              
                              OCT
      31, 2007
                                (Restated)
                              
                              
                              OCT
      31, 2006
                                (Restated)
                              
                              
                              OCT
      31, 2005
                              
                              
                              OCT
      31, 2004REVENUE
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -EXPENSES
                              
                              $
                              3,081,814
                              
                              
                              $
                              2,587,613
                              
                              
                              $
                              1,716,500
                              
                              
                              $
                              1,343,289
                              
                              
                              $
                              457,589INTEREST/OTHER
      INCOME
                              
                              $
                              5,829
                              
                              
                              $
                              7,975
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -NET
      LOSS FOR YEAR
                                CDN
      GAAP
                              
                              $
                              3,075,985
                              
                              
                              $
                              2,579,638
                              
                              
                              $
                              1,716,500
                              
                              
                              $
                              1,343,289
                              
                              
                              $
                              457,589NET
      LOSS FOR YEAR
                                US
      GAAP
                              
                              $
                              3,075,985
                              
                              
                              $
                              2,525,638
                              
                              
                              $
                              1,716,500
                              
                              
                              $
                              1,343,289
                              
                              
                              $
                              457,589NET
      LOSS PER SHARE
                                CDN
      GAAP
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.06
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.04
                              )NET
      LOSS PER SHARE, BASIC AND DILUTED,
                                US
      GAAP
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.06
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.04
                              )NET
      WORKING CAPITAL
                              
                              $
                              (199,946
                              )
                              
                              $
                              (434,823
                              )
                              
                              $
                              (104,593
                              )
                              
                              $
                              (76,993
                              )
                              
                              $
                              (324,246
                              )TOTAL
      ASSETS
                                CDN
      GAAP
                              
                              $
                              1,528,919
                              
                              
                              $
                              431,402
                              
                              
                              $
                              455,704
                              
                              
                              $
                              213,066
                              
                              
                              $
                              93,453TOTAL
      ASSETS
                                US
      GAAP
                              
                              $
                              1,528,919
                              
                              
                              $
                              431,402
                              
                              
                              $
                              455,704
                              
                              
                              $
                              213,066
                              
                              
                              $
                              93,453NET
      ASSETS
                              
                              $
                              839,586
                              
                              
                              $
                              (252,053
                              )
                              
                              $
                              (42,158
                              )
                              
                              $
                              (45,994
                              )
                              
                              $
                              (305,191
                              )CAPITAL
      STOCK
                              
                              $
                              11,707,655
                              
                              
                              $
                              8,795,045
                              
                              
                              $
                              6,717,678
                              
                              
                              $
                              5,293,505
                              
                              
                              $
                              3,948,594SHARES
      OUTSTANDING
                              
                              
                              49,214,345
                              
                              
                              
                              37,813,699
                              
                              
                              
                              30,814,497
                              
                              
                              
                              22,646,399
                              
                              
                              
                              13,024,965LONG-TERM
      OBLIGATIONS
                              
                              NIL
                              
                              
                              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




Not
applicable.





Page
6




C.
            Reasons for
      the Offer and Use of
Proceeds




Not
applicable.




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 3 and
4.




The
unprecedented financial events of late 2008 and the resulting global recession
are having, and will 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, 2008 is $13,163,541. 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, 2008, we had $334,954 cash and receivables totaling
$nil.




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
7




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 21,
2009. 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 an early stage of development and 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
8




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 Director of U.S. Trading
Operations, Mr. Carrozza, for the success of our intended business plan. We do
have formal employment agreements with Mr. Gossland and Mr. Carrozza. The loss
of their services would have a materially adverse effect upon our future
operating profits and prospects.




We
do not have experienced sales staff or marketing personnel.




We do not
have experienced sales staff or marketing personnel to promote the product. We
plan to market our software and services through direct sales efforts and
word-of-mouth. There can be no assurance that we will be able to attract and
retain the necessary personnel as and when required. We may not be able to
address all potential markets adequately, without first establishing indirect
distribution channels through distributors and selling agents, and there can be
no assurance that we will be able to establish or maintain these channels cost
effectively.




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.




On
January 15, 2009, we filed a provisional application with the U.S. Patent and
Trademark Office and we now have up to one year to prepare and file a utility
patent application for this matter in order to maintain the filing date. 
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 offer them to the marketplace as its own, or to use a core
technology and not pay for it. 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.





Page
9




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.




During
the 2008 fiscal year, the closing price of our common shares as traded on the
TSX Venture Exchange ranged from $0.29 to $0.67.




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.




When the
trading price of our common shares is less than US$5.00 per share, trading in
our common shares would be 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.





Page
10




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. 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.




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, 2008, 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. We
continued the Company under the Business Corporations Act
(Alberta) on April 26, 2005. Our registered and records office is located at
751, 815 – 8th Avenue
SW, Calgary, Alberta, T2P 3P2. Our telephone number is (403)
543-2185.




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 Tick Analyst software (“Tick Analyst”) 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 Tick
Analyst  and the N1 Expert System software.





Page
11





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:




2008
                        
                        
                        2007
                        
                        
                        2006Purchase
      (sale) ofproperty
      and equipment
                        
                        $
                        731,147
                        
                        
                        $
                        132,786
                        
                        
                        $
                        43,276




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




The
Company has moved to a new home office in Edmonton, Alberta. The 4,500 square
foot state of the art new data center will be critical to the Company’s market
roll-out and redundancy operations, and will house our server room in a secured
300 foot former bank vault. The server room itself is equipped with rack-mounted
multi-core Dell PowerEdge servers, a Liebert 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




The
Company is a financial software developer that has developed market timing,
trading analytics and automated trading execution software.  The
Company continues to expend all of our efforts developing the trading software
to be ready for full use.  The Company has yet to establish profitable
business operations and has remained in research and development mode since its
incorporation on November 30, 1993. 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 several software trading products
including:  (a) currency trading signals via fax, (b) VirtualTrader, a
discretionary training and testing software, (c) the “Big Board” trading model,
a proprietary setup of indicators and trading screens for discretionary trading,
(d) Titan Market Commentary, a web-based stock commentary subscription service,
and (e) Titan Market Watch, a web-based stock trading presentation package. In
June 2003, Titan acquired rights to certain automated trading and analytic
software (the “TOPS Technology”) from Cignal Technologies, LLC (“Cignal”) and
has developed an automated trading platform using and further developing the
TOPS Technology. Cignal is owned by Mr. Philip Carrozza, Titan’s US Director of
Trading Operations. The Company did not have any revenues in 2006, 2005and 2004.





Pursuant
to an agreement dated June 6, 2003 (the “License Agreement”), Cignal agreed to
provide an exclusive 99-year license to the Company of 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 Tick Analyst 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 Tick Analyst
Technology and related products, failing which Cignal may terminate the license.
Pursuant to a related agreement among Dr. Ken 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 to purchase 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.





Page
12




In
November 2004, the Company opened an office in West Palm Beach, Florida to be
used as a base for Titan’s US trading operations. Mr. Carrozza is a registered
broker in Florida, and has eighteen years experience and is the chief trading
architect behind the Company’s trading logic for Titan’s Tick Analyst . The
Company intends to establish a presence in the United States which we expect
will facilitate the Company’s business objectives and enable the Company to
introduce Tick Analyst to the trading community. The office also provides a
training location for Titan’s future business partners.





In
December 2005, the Company announced a joint venture agreement between its
wholly owned subsidiary, Titan USA, and a leading financial institution to begin
a 90 day beta test of Tick Analyst.  Profits from this venture will be
split on a 50-50 basis, and a longer-term arrangement is expected to be
negotiated subsequent to the end of the test period.





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, who will assist Titan USA with foreign exchange trading and risk
management.





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 commencing June 1, 2006.  Commencing June 1,
2006, an aggregate of 4,500,000 shares will be eligible to be issued in tranches
of 1,500,000, upon Titan achieving cumulative gross revenues from Tick Analyst
of each of $400,000, $800,000 and $1.2 million.  The first, second and
third tranches of the shares will be issued no earlier than September 30, 2006,
January 31, 2007 and May 31, 2007 respectively, and in any event, any Titan
common shares not “earned” by May 31, 2007 will not be eligible for
issuance.  All of the securities issued in connection with the
Software Transfer Agreements are subject to a four month hold
period.  On September 14, 2007, the Company received disinterested
shareholder approval at its annual meeting of Titan shareholders to further
amend the Software Transfer Agreements, extending the milestone compliance date
to May 31, 2008.





The terms
of the 2,000,000 performance warrants issued to Cignal, Mr. Carrozza and Mr.
Gossland were also revised in July of 2006.  The first 1,000,000
performance warrants will be exercisable at a price of $0.50 per share for a
six-month period commencing June 1, 2007, provided that Titan has achieved at
least $1.2 million of gross revenue for the one-year period commencing June 1,
2006.  The second 1,000,000 performance warrants will be exercisable
at a price of $1.00 per share for a six-month period commencing June 1, 2008,
provided that Titan has achieved gross revenue of $1.8 million for the one-year
period commencing June 1, 2007.  The performance warrants were to
expire November 30, 2008.  The 2,000,000 warrants were issued on
September 5, 2006.  On September 14, 2007, the Company received
disinterested shareholder approval at its annual meeting of Titan shareholders
of further amendments to provide that the performance warrants will be
exercisable upon Titan achieving the gross revenue milestones for the one-year
period ended May 31, 2008.  The exercise prices are the same; however,
the exercise period for the first and second tranche is the six-month period
commencing June 1, 2008.





Page
13




The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.





Pursuant
to disinterested shareholder approval on September 19, 2008, the Software
Transfer Agreements were further amended and the TSX Venture Exchange approved
such amendments On October 2, 2008.  Upon receipt of the
aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.





The
following is a summary of the current terms of the Software Transfer
Agreements:





1.
            The
      total number of securities issuable pursuant to the Software Transfer
      Agreements is 4,500,000 common shares (3,000,000 common shares to Mr.
      Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and
      2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and
      1,000,000 to Mr. Gossland).





2.
            The
      common shares are only issuable upon the Company achieving certain gross
      revenue milestones by May 31, 2009.  One-third of the common
      shares, being 1,500,000 common shares, will be eligible to be issued upon
      the Company achieving gross revenues from the software of $400,000,
      $800,000 and $1,200,000, calculated ending May 31, 2009.  Any
      common shares not earned by May 31, 2009 will not be eligible for
      issuance.





3.
            The
      first 1,000,000 performance warrants are exercisable at a price of $0.50
      per share for a six-month period commencing June 1, 2009, provided that
      the Company has achieved at least $1,200,000 of gross revenue for the
      period ended May 31, 2009.  The second 1,000,000 performance
      warrants are exercisable at a price $1.00 per share for a six-month period
      commencing June 1, 2009, provided that Titan has achieved gross revenue of
      $1,800,000 for the period ended May 31,
2009.





As of
April 21, 2009, the gross revenue milestones have not yet been achieved and
therefore, no common shares are issuable and no performance warrants are
exercisable.  We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.





In
connection with the Software Transfer Agreements, we entered into consulting
agreements with each of Cignal and Mr. 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.





The
Company’s major flagship product in its line-up, called the TickAnalyst Suite
(“TickAnalyst”). This suite is now beginning to establish a real-world track
record to demonstrate its potential as a revenue source.  TickAnalyst
is a fully integrated, scalable algorithmic trading system that, in addition to
its existing base model packages, incorporates several countertrend and mean
reversion models shown to be effective analytical tools in normal, non-trending
and highly volatile markets. Built on Titan’s comprehensive market analysis
technologies, TickAnalyst has the capability to analyze the fastest data feeds
available from the world’s stock exchanges. With ultra high-speed analysis
capabilities, TickAnalyst is designed to execute thousands of trades per second
on a single platform with a high probability of success for each
trade.





Page
14




TickAnalyst
Suite is a group of software applications, which may be divided into several
parts:





1.
            Signus,
      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.
            QuickTick
      Charting, used for financial data
visualization.


4.
            TradeViewer,
      used to display the results of the trading
  performance.


5.
            TopView
      and TopViewClient, used to distribute the real-time and historical trading
      signals.


6.
            Several
      back end data management tools, with internal names to manage
      data.





These
parts, when assembled with other 3rd 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.





The
TickAnalyst has components that are subject to certain rights to pursuant the
Software Transfer Agreements described above. Otherwise, the Company wholly owns
the TickAnalyst technology in its entirety.





In April,
2006, the Company appointed Eric Davidson, Technical Research Analyst, to lead
the research for our Grey Box (semi-automated) Equity Trading
Division.  Mr. Davidson’s appointment was in preparation for the
launch of our proprietary market data analysis platform,
TickAnalyst.  He will be instrumental with the testing, implementation
and ongoing operations of our Black Box (fully automated) Division as
TickAnalyst comes online.The concept behind Titan’s Grey Box is three
fold:





1.
            present
      the trader with more technical based trading
  opportunities;


2.
            automate
      the order entry and exit process;
and


3.
            manage
      risk on dozens of open positions with
  automation.





In each
case, the benefit to the trader of our Grey Box trading software is to allow
that trader to do more trades.  The combination of all three
advantages can dramatically increase the number of trades that even an
experienced trader can execute.




QuickTick
Charting is expected to offer very fast charts for any trading symbol within its
supported exchanges as well as other capabilities designed with the grey-box
trader in mind. After testing is complete, Titan will explore various avenues in
which the QuickTick Charting system may be made available for use by other
trading firms or groups of individual traders for a monthly fee.





The
Company’s wholly owned market timing software, N1Expert, relies upon the
application of artificial intelligence (“AI”) to stock index trading, using
neural networks and expert systems. Neural networks constitute an AI-based
mathematical pattern recognition technique that allows software to mimic the
information processing functions of humans. The software is “taught” to
recognize complex patterns through trial and error, without being programmed
with specific preconceived rules. This pattern recognition ability allows the
software to generate buy and sell signals on the S&P 500 futures contracts
to trade large swings on the S&P 500 stock index.  We are not
actively pursuing the development of this software at this time.





The
Company has yet to establish a profitable trading or licensing support business
and focused its attention on development of such a system during 2005 and 2006.
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.  Once Titan is generating revenue in
these areas we intend to expand the business to Europe and the Far East.
Competitors include many other firms that offer trading systems. Titan believes
that few of these competitors incorporate a multi-timeframe analysis the way
Titan does and none would deliver signals generated by the same
algorithm.





Page
15




In
January, 2007, the Company appointed Mr. Harlan Shabshelowitz, of Fall River,
Massachusetts, to our advisory board.





In
February, 2007, the Company appointed William Brad Weber, Research Analyst and
Trader, to our West Palm Beach Research and Trading Team to assist with our grey
box (semi-automated) and black box (fully-automated) Equity Trading Division
under our USA trading operations.





In March,
2007, the Company announced the launch of an international Forex Proprietary
Trading Desk.  This multi-tiered trading operation is designed to
attract, develop and retain experienced forex traders. This program will utilize
our grey box (semi-automated) Forex Software and will be managed by our wholly
owned subsidiary, Titan USA.





Also in
March, 2007, the Company announced the formation of a registered broker dealer
with National Securities Consulting Group and Janet L. Gentry. The formation of
the Broker Dealer will provide avenues for business expansion into the financial
services industry.





Also in
March, 2007, the Company announced that we appointed Andrew Pappas, Operations
Specialist and Proprietary Trader, to our New York Regional Office and Trading
Team to assist with our grey box (semi-automated) and black box
(fully-automated) Equity Trading Division under our USA trading
operations.





In April,
2007, the Company announced the appointments of Anthony
Savino,  Execution Specialist, and Rahim Aziz, Grey Box Trader to our
New York Regional Office and trading team to assist with our grey box
(semi-automated) and black box (fully-automated) Equity Trading Division under
our USA Trading Operations.




In July
2007, the Company completed a test integration of securities exchange data into
our wholly owned proprietary charting application. This development allows the
Company to offer a turnkey solution in the Multi-asset Direct Market Access
(DMA) Platform arena. The Company will soon offer both a robust and customizable
charting application in multiple asset classes as well as extensive indicators
and analytics. As a whole, the platform offers more trading solutions to a
greater number of buy-side professional and institutional traders.




In
August, 2007, the Company announced that phase one of the software link between
its blackbox trading signal generator and our QuickTick charting application was
complete and that a beta-test program of this link was now
underway.





Also in
August, 2007, the Company announced the opening of our new New York Regional
Office to assist with our grey box (semi-automated) and black box
(fully-automated) Currency and Commodity Trading Division under our USA Trading
Operations. The new office is fully outfitted with redundant internet
connections and UPC battery back-ups on key trading systems. This office will
offer upgrades in data capabilities as well as a centralized location for the
operations team.





In
October, 2007, the Company announced the completion of our Black Box software
(“Black Box”). This version of our Black Box is a completely stand alone
application, which differentiates it from our previous implementations of black
box software. A 30 day period of in house alpha testing will be followed by a 60
day period of beta testing, prior to the release of the industry ready product.
With the completion of Black Box, we believe that we are now ready to transform
our operation from one focused on research and development to one focused on
trading operations and sales and marketing.





Page
16




In
November, 2007, the Company reported several key operational
developments.  The first development comes in the area of our Tick
Analyst Charting Package reliability. A nightly maintenance script has been
implemented that should resolve scheduling problems that were occurring in the
alpha testing phase of the software. Further, an automated program has been
created to control many tasks previously handled by human I.T. resources. Many
of the types of errors encountered earlier in the testing phase associated with
maintaining data properly will now be automatically monitored. This allows
errors to be resolved more quickly and also frees resources.  Further
developments include improvement in TOMS, the Company’s order management
software. TOMS now has the new ability to do a partial exit when a trade is
profitable by any of four threshold levels: T1, T2, T3, and T4. This
improvement is critical for automated and Black Box trading. This will offer an
added edge for both in-house future money management and external end-user
functionality.





In
January, 2008, the Company reported several recent key operational
developments.  First, the Company announced we had completed the
development of Version 2 of our QuickTick Charting application and QuickTick
Server. The communications software linking QuickTick Charting with the Server
was provided by a third party in Version 1, but it has been re-written by our
developers for Version 2, as a required step before market launch. The new
communications software is designed to be both more reliable and easier to scale
up to a large number of users. We also announced that we added two developers
with over 20 years of combined experience to our software development team,
boosting the number of full-time developers to five.  Finally, the
Company moved to our new home office in Edmonton, Alberta, a 4,500 square foot
state of the art data center. The new data center will be critical to the
Company’s market roll-out and redundancy operations, and will house our server
room in a secured 300 foot former bank vault. The server room itself is equipped
with rack-mounted multi-core Dell PowerEdge servers, a Leibert air-conditioning
system, an inert-gas fire suppression system, and a 100kw diesel-powered
electrical backup system.





In
February, 2008, the Company appointed Parker Seto of New York to our advisory
board.





Also in
February, 2008, the Company announced that our currency trading arm received a
six-figure capital investment from an accredited third-party investor. The
investment marked the beginning of phase two of our currency alternative
investment product managed by David Terk of Titan USA.  On January 8,
2009, Avidus Trading LLC, a broker which the Company has been using for trading
of securities, filed a bankruptcy petition with the Southern District of Florida
U.S. Bankruptcy Court.  We are uncertain whether the investments can
be recovered.





In May,
2008, the Company announced that the new Edmonton, Alberta office backup power
system, consisting of a short-term battery-powered UPS with a long-term 100kW
diesel-powered electrical backup, performed flawlessly during a multi-hour power
failure test.  In addition, we have also developed a databank hosting
15 terabytes of NYSE and NASDAQ data extending as far back as
2004.  The Company is using this database to run beta tests of its
Tick Analyst Suite.  Currently it is now test analyzing several
hundred thousand historical events per second on our proprietary models. In
addition, the Titan Tick Analyst Suite is running tests on streaming real-time
data with our proprietary indicators and filters, a process also known as
Complex Event Processing (CEP).





In June,
2008, the Company appointed John Howell of Fairfax Station, Virginia to our
Advisory Board.





In
September, 2008, the Company announced that we are advancing towards
commercialization through key operational developments.  The Company
is performing Beta and Acceptance testing on our TickAnalyst suite of products,
to ensure that our products function properly under historical and live
conditions. This testing process utilizes key in-house non-programming staff as
well as independent consultants contracted by the Company, working closely with
our software engineers for quality assurance of our applications and products.
Our testing process, which meets and exceeds industry standards, is currently
performing a number of testing procedures simultaneously on large amounts of
historical data as well as live data, down to the tick level, to test the
robustness of its applications under rigorous conditions with the expectation of
soon bringing a fully automated production offering to
commercialization.





In
October, 2008, the Company announced that added a new team member, Manesh Patel
as Proprietary Systems Trader.  Mr. Patel has twelve years of active
trading experience in the equities, options, and futures markets and holds a
Series 3 license.  He also holds a Masters in Electrical Engineering
with a minor in Economics from the University Of Georgia Institute Of
Technology.





Page
17




Also in
October, 2008, the Company opened a new regional office in Atlanta,
Georiga.  The office is fully outfitted with redundant connections,
back-ups, and video conferencing systems.





In
January, 2009, the Company appointed Doug Laughlin of Alpharetta, Georgia to our
Advisory Board.





In
February, 2009, the Company announced that it has released to its wholly-owned
subsidiary, Titan USA, Release Candidate 2.0 of its TickAnalyst software
platform.  TickAnalyst Release Candidate 2.0 has undergone rigorous
in-house testing with our engineers and traders at its facilities in London, New
York, Atlanta and West Palm Beach. TickAnalyst’s functionality, stability, and
scalability have been tested with both real time and historical market data and
all expectations and objectives for this release have been met or
exceeded.





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.





Also in
March, 2009, the Company opened of a new satellite/regional office in
Peterborough, United Kingdom.





The
Company has yet to establish a profitable trading or licensing support business
and focused its attention on development of the TickAnalyst
system.  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 selling
proposition is that the software and service improves trading
results.





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.





We
presently have $116,000 cash on hand and $90,000 held in a short term
investment. We need to raise additional financing by way of private placements
in order to continue to develop and exploit our technology as
planned.




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”.




Marketing
and Sales Strategy




The
Company’s business strategy is to market and license its stock market timing
software as an automated trading platform, directly to trading firms,
institutional investors, and active traders, through its US subsidiary, Titan
USA. Additionally, Titan USA expects to conduct trading operations on its own
behalf, in joint ventures, or in partnership with other investors. Sales will be
conducted by direct selling and referrals. The selling proposition is that the
software and service improves trading results in two ways:  (1) on the
basis that the trading behaviour of the system is modelled after the trading
behaviour of an experienced human trader who has shown profitable trading
results over time; and (2) the software delivers more of such trading signals
per unit time for a trader to review and act upon than would be possible if the
trader were acting without the benefit of the software. During 2004 the Company
began beta testing and trading in a third party account of one of our
shareholders. In addition, pursuant to a personal arrangement, Mr. Philip
Carrozza, now Director of Titan USA’s trading operations, began trading with an
account for the same third party using Tick Analyst. As the Company had no
agreement in place with this third party to be compensated for these trading
activities, the trading results are not reflected in the Company’s financial
results. It is the Company’s intention to use this trading performance to
attract paying clients.





Page
18




The main
focus for 2006 was to complete the proprietary platform, TickAnalyst and its
suite of products.  The Company, through its subsidiary Titan USA
plans to promote, distribute, and sell these products to dealers, financial
institutions and high net worth individuals.  The Company also plans
on licensing the fully automated Tick Analyst system to institutions subsequent
to the completion of our beta testing.





In April
2006, we appointed Mr. Eric Davidson, Technical Research Analyst, to lead
research for our Grey Box (semi-automated) Equity Trading Division under our USA
Trading Operations.  Mr. Davidson’s appointment is in preparation for
the launch of Titan’s proprietary market data analysis platform,
TickAnalyst.  He will be instrumental with the testing, implementation
and ongoing operations of Titan’s Black Box (fully automated) Division as
TickAnalyst comes online.





In June
2006, we announced that Titan Trading USA and New River Assets, of Winston Salem
North Carolina, have agreed to conduct a live test of Titan’s Grey Box
(semi-automated) trading software.  The test accounts will be funded
by New River and Titan Trading USA.  The test with New River Assets
calls for a 30 – 60 day trial period followed by an analysis of
results.  Following the analysis, New River Assets and Titan will
evaluate the outcomes and determine whether it is mutually beneficial to proceed
with future projects.





The
concept behind Titan’s Grey Box is three fold:





·
            present
      the trader with more technical based trading
  opportunities,


·
            automate
      the order entry and exit process,
and


·
            manage
      risk on dozens of open positions with
  automation.





In each
case, the benefit to the trader of Titan’s Grey Box trading software is to allow
that trader to conduct more trades.  The combination of all three
advantages can dramatically increase the number of trades that even an
experienced trader can execute.





In
September 2006, we announced the completion of the software interface to Carlin
Financial LLC’s trading platform, which allowed us to offer more trading
solutions to a greater number of professional and institutional
traders.





In
December 2006, the Company announced that along with its wholly owned
subsidiary, Titan Trading USA, it is expanding trading operations into the
derivative markets.  Preliminary tests have been run on Titan Trading
USA’s demo and live futures trading accounts, opened through an expanding
relationship with One World Capital Group (New York, N.Y.).  This
relationship is still developing under Titan USA’s currency trading operation in
New York.





In
February 2007, the Company announced that it has appointed Mr. William Brad
Weber, Research Analyst and Trader, to Titan’s West Palm Beach Research and
Trading Team to assist with Titan’s Grey Box (semi-automated) and Black Box
(fully-automated) Equity Trading Division under its USA Trading
Operations.  Mr. Weber’s appointment was also in preparation for the
launch of TickAnalyst,currently under final
stages of development. He has been instrumental with the testing,
implementation, and ongoing operations of Titan’s Black Box (fully automated)
Division.





Also in
March, 2007, the Company announced the formation of a registered broker dealer
with National Securities Consulting Group and Janet L. Gentry. The formation of
the Broker Dealer will provide avenues for business expansion into the financial
services industry.  As of December 31, 2008, this process is still
ongoing.





Also in
March, 2007, the Company announced that it appointed Andrew Pappas, Operations
Specialist and Proprietary Trader, to its New York Regional Office and Trading
Team to assist with our grey box (semi-automated) and black box
(fully-automated) Equity Trading Division under its USA trading
operations.





Page
19




In April,
2007, the Company announced the appointments of Anthony
Savino,  Execution Specialist, and Rahim Aziz, Grey Box Trader to our
New York Regional Office and trading team to assist with its grey box
(semi-automated) and black box (fully-automated) Equity Trading Division under
our USA Trading Operations.





As of
December 31, 2008, we continue to maintain contact with these
individuals.





In
August, 2007, the Company announced that it has begun developing relationships
with institutions and high net worth brokers as the first step in developing an
Institutional Sales Desk.  The Institutional Sales team will leverage
the Company’s wholly owned proprietary equity models in order to generate
trading signals customized to each institution’s methodology.





In
August, 2008, the Company announced that it has entered into a Consulting
Agreement (the “IR Consulting Agreement”) with ARENA Capital Inc. (“ARENA”)
based in Edmonton, Alberta, to provide investor relations services to the
Company.  ARENA will provide various services to the Company including
financing services, public relations services, investor relations services,
shareholder relations services and market maintenance.  The term of
the IR Consulting Agreement is one year, commencing on August 1, 2008 and
expiring on July 31, 2009.





Also in
August, 2008, the Company retained Renmark Financial Communications Inc. to
provide investor relations services.




Principal
Products and Services




Titan
currently has a major flagship product in its line-up, called the TickAnalyst
Suite (“TAS”). This suite is now beginning to establish a real-world track
record to demonstrate its potential as a revenue source.





TickAnalyst
is a fully integrated, scalable algorithmic trading system that, in addition to
its existing base model packages, incorporates several countertrend and mean
reversion models shown to be effective analytical tools in normal, non-trending
and highly volatile markets. Built on Titan’s comprehensive market analysis
technologies, TickAnalyst has the capability to analyze the fastest data feeds
available from the world’s stock exchanges. With ultra high-speed analysis
capabilities, TickAnalyst is designed to execute thousands of trades per second
on a single platform with a high probability of success for each
trade.





TickAnalyst
Suite is a group of software applications, which may be divided into several
parts:





1.
            Signus,
      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.
            QuickTick
      Charting, used for financial data
visualization.


4.
            TradeViewer,
      used to display the results of the trading
  performance.


5.
            TopView
      and TopViewClient, used to distribute the real-time and historical trading
      signals.


6.
            Several
      back end data management tools, with internal names to manage
      data.




These
parts, when assembled with other 3rd 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.





Page
20




The main
focus of our present business plan is to market and license, or utilize for our
own trading operations through our wholly owned subsidiary Titan USA, our
TickAnalyst software.




Intellectual
Property Rights




Our
ability to compete effectively depends in part on our ability to protect our
core software technology. We rely on the following for protection of our
technology: (1) trade secrets; (2) technical complexity; (3) common law
copyright and trademark protection; (4) password protection; (5) software
encryption schemes; and (6) the physical security of our source
code.




Despite
these measures and precautions, it may be possible for unauthorized third
parties to reverse engineer aspects of our products. We have not attempted to
obtain copyright registration for any of our software products, though we may do
so in the future. There can be no assurance, however, that registration will be
granted if applied for. Moreover, certain aspects of our software products are
not subject to intellectual property protection in law, and to the extent that
protection is available, its extent may differ from one jurisdiction to
another.




On
January 15, 2009, we filed a provisional application with the U.S. Patent and
Trademark Office and we now have up to one year to prepare and file a utility
patent application for this matter in order to maintain the filing
date.




Trading
and Testing Activities




QuickTick
Charting is expected to offer very fast charts for any trading symbol within its
supported exchanges as well as other capabilities designed with the grey-box
trader in mind.  After testing is complete, Titan will explore various
avenues in which the QuickTick Charting system may be made available for use by
other trading firms or groups of individual traders for a monthly
fee.




In July
2007, the Company completed a test integration of securities exchange data into
our wholly owned proprietary charting application. This development allows the
Company to offer a turnkey solution in the Multi-asset Direct Market Access
(DMA) Platform arena. The Company will soon offer both a robust and customizable
charting application in multiple asset classes as well as extensive indicators
and analytics. The platform offers more trading solutions to a greater number of
buy-side professional and institutional traders.




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 Tick Analyst 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.





Page
21




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.




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.




Management
and Employees




In
addition to our directors, officers and consultants, we have four full-time
employees.




Our
President and Chief Executive Officer, Dr. Kenneth W. Powell, devotes
approximately 75% of his business time to our affairs. We also retain Mr.
Michael Gossland, our Secretary and Chief Technology Officer, to provide
software development services on a full-time month-to-month basis. Titan has
entered into an intellectual property assignment agreement with Dr. Powell and
consulting agreements with each of Cignal and Mr. Gossland.  Mr. David
Terk was appointed the Chief Financial Officer of Titan USA on January 6,
2006.




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 fiscal years ended October 31, 2008, October 31, 2007 and October 31,
2006.  Our records do not permit us to include a breakdown of total
revenues by category of activity and geographic market for any of the fiscal
years ended October 31, 2008, October 31, 2007 and October 31,
2006.  Based upon the information available to us, we believe that
most of our customers were located in the United States during the fiscal years
ended October 31, 2008, October 31, 2007 and October 31, 2006.





Page
22




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 for TTLP2, limited
partnerships recently 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, Great
Neck, New York and West Palm Beach, Florida. We have rent obligations of
approximately $15,000.00 per month. Our office expenses total approximately
$11,647.00 per month. With the exception of computer equipment located in
Edmonton, Alberta, Nanaimo, British Columbia, Great Neck, New York, West Palm
Beach, Florida, 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, deferred costs 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.





Page
23




Research
and Development Costs





All
research and development costs are expensed as incurred except those that
qualify under the Financial Accounting Standards Board Statement (“SFAS”) No.
86, “Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed”. Research and development costs incurred prior to the
establishment of the technological feasibility of a particular software project
are expensed as incurred. Software development costs, including costs associated
with coding and testing of project related software, are capitalized subsequent
to when the technological feasibility of a project is established.





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 grants stock options to employees, officers, directors and persons
providing management or consulting services to the Company pursuant to a stock
option plan described in Note 9 to the Company’s consolidated financial
statements.  The Company follows Accounting Standard No. 123 (R), a
revision to SFAS 123. The Company estimates the fair value of the stock options
granted using the Black-Scholes model and amortizes the fair value on a straight
line basis over the vesting period or service period for
non-employees.  The compensation expense recognized reflects estimates
of award forfeitures at the time of grant and revised in subsequent periods if
necessary, if actual forfeiture rates differ from those estimates.





Change
in Accounting Policy





Effective
November 1, 2007, the Company adopted the new CICA Handbook Sections 1506
"Accounting Changes", 3862 "Financial Instruments - Disclosures", 3863
"Financial Instruments - Presentation", and 1535 "Capital
Disclosures".




a)
            Section
      1506, "Accounting Changes", prescribes the criteria for changing
      accounting policies, together with the accounting treatment and disclosure
      of changes in accounting policies, changes in accounting estimates and
      corrections of errors.  Furthermore, the new standard requires
      the communication of the new primary sources of GAAP that are issued but
      not yet effective or not yet adopted by the Company.  Other than
      enhanced disclosures in note 3 the new standard had no material impact on
      the Company’s financial results.




b)
            Section
      3862, "Financial Instruments - Disclosures", describes the required
      disclosure for the assessment of the significance of financial instruments
      for an entity's financial position and performance and of the nature and
      extent of risks arising from financial instruments to which the entity is
      exposed and how the entity manages those risks.  Disclosure
      requirements pertaining to the adoption of this section is presented in
      Note 12.




c)
            Section
      3863, "Financial Instruments - Presentation", establishes standards for
      presentation of the financial instruments and non-financial
      derivatives.  It carries forward the presentation-related
      requirements of Section 3861 "Financial Instruments - Disclosure and
      Presentation".  The adoption of this new section did not have an
      effect on the consolidated financial
statements.







Page
24




d)
            Section
      1535, "Capital Disclosures", established standards for disclosing
      information about an entity's capital and how it is managed.  It
      describes the disclosure of the entity's objectives, policies and
      processes for managing capital, the quantitative data about what the
      entity regards as capital, whether the entity has complied with capital
      requirements, and, if it has not complied, the consequences of such
      non-compliance.  Disclosure requirements pertaining to the
      adoption of this section is presented in Note
  16.




A.
            Operating Results




Fiscal
Year Ended October 31, 2008 Compared to Fiscal Year Ended October 31,
2007




We
incurred a net loss of $3,075,985 for the twelve-month period ended October 31,
2008, as compared to a net loss of $2,579,638 (restated) for the comparative
period of 2007. The overall increase in net loss in the 2008 fiscal year is due
to increased general and administration expenses, due to increase in staff as
well as the move to larger facilities, totaling $1,996,631 (2007 - $1,169,507),
$350,467 was written off as at October 31, 2008 due to bankruptcy of Avidus Bank
and increased Amortization expense totaling $147,779 (2007 -
$35,951).  The increase in comparison to the same period in 2007 was a
direct result of the additional computer equipment as well as leasehold
improvements in the amount of $731,147 (2007 – $132,786).


During
the fiscal year 2008, research and development expense decreased by $694,313
over the prior year to $605,507, compared to $1,299,820 for the year ended
October 31, 2007.





Professional
fees increased relating to financial reporting requirements for the
multi-jurisdiction filings as well as costs related to private placement
financings.  Professional fees for the year ending October 31, 2008
were $147,842, in comparison to $141,693 for the same period ending October 31,
2007.





Other
than as described herein, the Company did not experience any large fluctuations
from quarter to quarter during 2008.  The net loss for the fourth
quarter of fiscal year 2008 was $1,379,675, in comparison to $646,423 for the
same period in fiscal 2007.





Prior Period
Adjustments




In the
2007 fiscal year, the Company failed to sufficiently accrue a $58,451 consulting
fee for services provided in fiscal 2007 but not invoiced and paid until the
current year.  As a result, the Company has restated its consolidated
balance sheets and statements of shareholders’ equity, as at October 31, 2007
and consolidated statements of operations and comprehensive loss and statements
of cash flow for the year ended October 31, 2007.  The impact of these
changes was an increase in accounts payable and deficit of $58,451, an increase
to general and administrative expenses of $90,000 and a decrease in research and
development expenses of $31,549.




In fiscal
2007, the Company also failed to identify a U.S. GAAP versus Canadian GAAP
difference with respect to the measurement date used for the 300,000 common
shares issued to consultants for services rendered.  As a result Note
17 of the audited annual financial statements for the year ended October 31,
2008, has been restated to reflect a reduction in the stock-based compensation
expense recognized under U.S. GAAP of $54,000.





Page
25




In the
2006 fiscal year, the Company granted 4,500,000 common shares and 2,000,000
common share purchase warrants to two directors of the Company in exchange for
the software being developed for the Company.  The common shares and
common share purchase warrants are to be issued contingent on the Company
achieving certain milestones.  This is a related party transaction
subject to the measurement and disclosure requirements of CICA Section 3840
“Related Party Transactions”.  Section 3840 requires monetary related
party transactions or non-monetary related party transactions that has
commercial substance but is not in the normal course of operations to be
measured at the exchange amount when the change in ownership interests in the
item transferred or the benefit of a service provided is substantive and the
exchange amount is supported by independent evidence.  Based on the
requirements of Section 3840, the Company has determined the value recognized
and expensed with respect to this transaction was not in fact supported by
independent evidence as the issuance of the equity instruments in consideration
of the software was conditional on the achievement of specified future
milestones.  Accordingly, the Company has reversed the software
development expense of $1,891,479, the fair value of the warrants of $316,479
and the fair value of the common shares of $1,575,000 as a prior period
error.




As
      PreviouslyReported
                
                
                Restatement
                
                
                As RestatedAs
      at October 31, 2007Accounts
      payable
                
                
                274,173
                
                
                
                58,451
                
                
                
                332,624Warrants
                
                
                812,255
                
                
                
                (316,479
                )
                
                
                495,776Contributed
      surplus
                
                
                2,119,682
                
                
                
                (1,575,000
                )
                
                
                544,682Deficit
                
                
                (11,920,584
                )
                
                
                1,833,028
                
                
                
                (10,087,556
                )Year
      ended October 31, 2007General
      and administrative
                
                
                1,079,507
                
                
                
                90,000
                
                
                
                1,169,507Research
      and development
                
                
                1,331,369
                
                
                
                (31,549
                )
                
                
                1,299,820Net
      loss and comprehensive loss
                
                
                (2,521,187
                )
                
                
                (58,451
                )
                
                
                (2,579,638
                )Year
      ended October 31, 2006Software
      development
                
                
                1,891,479
                
                
                
                (1,891,479
                )
                
                
                ---Net
      loss and comprehensive loss
                
                
                (3,607,979
                )
                
                
                1,891,479
                
                
                
                (1,716,500
                )Loss
      per share
                
                
                (0.13
                )
                
                
                0.07
                
                
                
                (0.06
                )




Fiscal
Year Ended October 31, 2007 Compared to Fiscal Year Ended October 31,
2006




We
incurred a net loss of $2,579,638 for the twelve-month period ended October 31,
2007, as compared to a net loss of $1,716,500 for the comparative period of
2006.




During
the fiscal year 2007, we focused on the development of software trading
programs.  Research and development expense increased by $439,364 over
the prior year to $1,299,820, compared to $860,456 for the year ended October
31, 2006.





Professional
fees increased relating to financial reporting requirements for the
multi-jurisdiction filings as well as costs related to private placement
financings.  Professional fees for the year ending October 31, 2007
were $141,693, in comparison to $153,098 for the same period ending October 31,
2006.





Amortization
expense for the year ended October 31, 2007 was $35,951, in comparison to
$11,840 for the fiscal year 2006.





All
general and administrative expenses increased due to the increased activity on
the development of the trading software programs.





Page
26




Other
than as described herein, we did not experience any large fluctuations from
quarter to quarter during 2007.  The net loss for the fourth quarter
of fiscal year 2006 was $725,671, in comparison to $646,423 for the same period
in fiscal 2007.




B.
            Liquidity and Capital
Resources





Since our
incorporation, we have financed our operations almost exclusively through the
sale of our common shares. 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, 2008, we had $334,954 cash and receivables of $nil as compared to
$18,664 cash and receivables of $404 at our prior fiscal year end.





During
2008, the Company completed four private placement of common shares, as
described below:





Equity
Placements for the Fiscal Year Ended October 31, 2008





In
December 2007, the Company issued 3,036,234 units at $0.40 per unit, for
aggregate gross proceeds of $1,214,494.  Each unit consisted of one
common share and one-half of a common share purchase warrant. Of the net
proceeds, $941,800 and $272,694 have been allocated to the common shares and
warrants, respectively. Each of the 1,518,117 warrants entitled the holder to
purchase one common share at $0.60 per share, until expiry on December 7,
2009.  Insiders participated in the private placement for total gross
proceeds of $364,428.40.





In March
2008, the Company issued 2,000,000 units at $0.255 per unit, for aggregate gross
proceeds of $510,000.  Each unit consisted of one common share and
one-half of a common share purchase warrant. Of the net proceeds, $380,014 and
$129,986 have been allocated to the common shares and warrants, respectively.
Each of the 1,000,000 warrants entitled the holder to purchase one common share
at $0.35 per share, until expiry on March 6, 2010.  Insiders
participated in the private placement for total gross proceeds of
$132,330.





In July
2008, the Company issued 2,035,000 units at $0.30 per unit, for aggregate gross
proceeds of $610,500.  Each unit consisted of one common share and
one-half of a common share purchase warrant. Of the net proceeds, $465,765 and
$147,735 have been allocated to the common shares and warrants, respectively.
Each of the 1,017,500 warrants entitled the holder to purchase one common share
at $0.40 per share, until expiry on July 29, 2010.  Insiders
participated in the private placement for total gross proceeds of
$90,000.





In August
2008, the Company issued 2,500,000 units at $0.30 per unit, for aggregate gross
proceeds of $750,000.  Each unit consisted of one common share and one
common share purchase warrant. Of the net proceeds, $455,560 and $294,440 have
been allocated to the common shares and warrants, respectively. Each of the
2,500,000 warrants entitled the holder to purchase one common share at $0.40 per
share, until expiry on August 19, 2010.  In connection with the
financing, Dr. Kenneth Powell, Director, President & CEO of the Company,
purchased 2,000,000 units and concurrently sold through the facilities of the
TSX Venture Exchange 2,000,000 common shares from his personal holdings to
certain investors.





The issue
costs relating to the 2008 share placements totaled $103,978.





Equity
Placements for the Fiscal Year Ended October 31, 2007





In
December 2006, the Company issued 3,311,299 units at $0.35 per unit, for
aggregate proceeds of $1,158,965. Each unit consisted of one common share and
one-half of a common share purchase warrant. Of the net proceeds, $957,552 and
$201,413 have been allocated to the common shares and warrants, respectively.
Each of the 1,655,632 warrants entitled the holder to purchase one common share
at $0.50 per share, until expiry on December 12, 2008.  Insiders
participated in the private placement for total gross proceeds of
$300,000.





Shares
for Services for the Fiscal Year Ended October 31, 2007





In March
2007, the Company completed a shares for services transaction with respect to
services provided by three consultants for their participation in the
development, sales and marketing of retail-market software
products.  A total of 300,000 common shares in the capital of the
Company were issued at a deemed price of $0.83 per share.





Page
27




The issue
costs relating to the 2007 share placements totaled $109,624.





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 twelve months with a significant reduction in
operations.





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





For a
description of our research and development activities, please see “Item 4.B.
Business Overview- Intellectual Property Rights”.





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




We
currently have no contractual obligations that require disclosure under this
Item 5.




ITEM
      6:
            DIRECTORS,
      SENIOR MANAGEMENT AND
  EMPLOYEES




A.
            Directors and Senior
Management




As of
October 31, 2008, our directors were as follows:




Name of Director
                AgeDr.
      Kenneth Powell
                64Michael
      Gossland
                54Philip
      S. Carrozza
                47Robert
      Roddick
                64Dr.
      Harold Elke
                54




As of
October 31, 2008, our executive officers were as follows:




Executive Officers
                Age
                OfficeDr.
      Kenneth W. Powell
                64
                President,
      Chief Executive Officer and Acting Chief Financial
  OfficerMichael
      Gossland
                54
                Secretary
      and Chief Technology OfficerDavid
      Terk
                36
                Chief
      Financial Officer of Titan USA  Page
28


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




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 the Edmonton, Alberta area. 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.




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 2004, 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.




Robert F. Roddick, Q.C.has
been a partner with Roddick & Peck (Johnson), Barristers and Solicitors,
since 1981.




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.




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,
2008.





Page
29




·
            Dr.
      Kenneth Powell – President, Chief Executive Officer and Acting Chief
      Financial Officer  –
$90,000




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, 2008.




In the
most recently completed financial year, the Company paid a total of $6,000 cash
(plus reimbursement of reasonable expenses) to each of the non-management
directors, being Mr. Robert Roddick and Dr. Harold Elke, for services rendered
in their capacity as directors.





Consulting
Fees





During
the fiscal year ended October 31, 2008, the Company paid consulting fees to the
following directors for services provided to the Company in the normal course of
operations of the business:




·
            Mr.
      Michael Gossland – $120,000


·
            Mr.
      Philip Carrozza – USD$120,000




Option
Grants




On
December 22, 2003, options with an exercise price of $0.10 and an expiry date of
December 22, 2008 were granted to the following directors:




·
            Mr.
      Michael Gossland – 500,000 options (1)


·
            Mr.
      Philip Carrozza – 500,000 options (1)


·
            Dr.
      Kenneth Powell – 400,000 options (1)




On
February 16, 2005, options with an exercise price of $0.155 and an expiry date
of February 16, 2010 were granted to the following directors and/or
officers:




·
            Mr.
      Robert Roddick – 50,000 options


·
            Mr.
      Michael Gossland – 10,000 options


·
            Ms.
      Margo Kaufmann – 15,000 options (2)




On March
1, 2005, options with an exercise price of $0.25 and an expiry date of March 1,
2010 were granted to the following directors and/or officers:




·
            Mr.
      Michael Gossland – 120,000 options


·
            Mr.
      Phillip Carrozza – 120,000 options


·
            Dr.
      Kenneth Powell – 120,000 options


·
            Ms.
      Margo Kaufmann – 185,000 options (2)


·
            Mr.
      Robert Roddick – 25,000 options




On July
5, 2005, options with an exercise price of $0.135 and an expiry date of July 5,
2010 were granted to the following director:




·
            Mr.
      Richard Sharples – 50,000 options (3)




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:





Page
30




·
            Mr.
      Michael Gossland – 200,000 options


·
            Mr.
      Phillip Carrozza – 200,000 options


·
            Dr.
      Kenneth Powell – 500,000 options


·
            Mr.
      Robert Roddick – 75,000 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


·
            Mr.
      Robert Roddick – 50,000 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


·
            Mr.
      Robert Roddick – 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 (4)


·
            Mr.
      Robert Roddick – 75,000 options


·
            Dr.
      Harold Elke – 75,000 options


·
            Mr.
      David Terk – 45,000 options




(1)
            On
      August 18, 2008, Mr. Phillip Carrozza exercised 200,000 of his options and
      Dr. Kenneth Powell exercised 100,000 of his options.  On
      December 22, 2008, Mr. Phillip Carrozza exercised his remaining 300,000
      options, Dr. Kenneth Powell exercised his remaining 300,000 options and
      Mr. Michael Gossland exercised all of his 500,000
  options.


(2)
            Options
      granted to Ms. Margo Kaufmann expired on March 16,
  2006


(3)
            On
      December 28, 2006 Mr. Richard Sharples exercised 37,500 of his options and
      on January 18, 2007 the remaining 12,500 options
  expired.


(4)
            On
      April 13, 2009, Dr. Kenneth Powell voluntarily surrendered 600,000 of his
      options.




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 at our annual general meeting of shareholders held on
September 19, 2008.




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.





Page
31




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
April 21, 2009, our Audit Committee was comprised of Mr. Gossland, Mr. Roddick
and Dr. Elke. Mr. Roddick was appointed a Director and member of the Audit
Committee on November 29, 2004. Dr. Elke was appointed a Director and member of
the Audit Committee on October 24, 2006.  Mr. Roddick and Dr. Elke 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.





Page
32




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.





Page
33




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.





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.





Page
34




8.
            Review
      certification process.





9.
            Establish
      procedures for:





(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




We have
four employees, and the remainder of services are 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 21, 2009, we had 52,701,878 common shares issued and outstanding. As of
April 21, 2009, 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
                            13,684,472
      (1)
                            24.06%Philip
      S. Carrozza
                            4,037,718
      (2)
                            7.46%Harold
      Elke
                            2,788,810
      (3)
                            5.26%Michael
      Gossland
                            2,570,426
      (4)
                            4.71%Robert
      F. Roddick
                            305,000
      (5)
                            0.58%David
      Terk
                            2,79,940
      (6)
                            0.53%All
      officers and directors as a group
                            23,666,366
                            42.60%


Page
35


Notes:





†
            Percentage
      amounts based on 52,701,878 shares of our common stock outstanding as of
      April 21, 2009.




(1)
            Includes
      (A) 120,000 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.25 per share until March 1, 2010; (B) 500,000 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; (C) 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 $0.37 per share until January
      28, 2013; (D) 8,333 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; (E)
      225,000 common shares that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.38
      per share until January 28, 2013; (F) 167,000 common shares that are held
      by Mr. Cameron Powell, the son of Dr. Powell; (G) 167,000 common shares
      that are held by Mr. Carson Powell, the son of Dr. Powell; (H) 2,511,397
      common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell;
      (I) 425,000 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.60 per common share and expire on
      December 7, 2009; (J) 120,580 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; (K) 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; (L) 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; (M) 312,500 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.60 per
      common share and expire on December 7, 2009; (N) 150,000 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.35 per
      common share and expire on March 6, 2010; (O) 55,000 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.45 per
      common share until March 17, 2010 and $0.60 per common shares until they
      expire on March 17, 2011;  (P) 15,000 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 $0.35 per common share
      and expire on March 6, 2010; (Q) 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, 2010; (R) 15,000 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 $0.35 per common share and expire on
      March 6, 2010; and (S) 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, 2010.




(2)
            Includes
      (A) 120,000 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.25 per share until March 1, 2010; (B) 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;  (C) 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 $0.37 per share until
      January 28, 2013; (D) 8,333 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; (E) 500,000 common shares underlying warrants that are exercisable
      subject to certain milestones as more further described in the Software
      Transfer Agreementsat an exercise
      price of $0.50 per common share and expire on November 30, 2009; (F)
      500,000 common shares underlying warrants that are exercisable subject to
      certain milestones as more further described in the Software Transfer
      Agreementsat
      an exercise price of $1.00 per common share and expire on November 30,
      2009; (G) 1,791,571 common shares that are held by Mrs. Loraine Kuppe, the
      wife of Mr. Carrozza; (H) 14,285 common shares underlying warrants that
      are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; and (I) 5,000 common shares underlying
      warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza,
      that are immediately exercisable at an exercise price of $0.45 per common
      share until March 17, 2010 and $0.60 per common shares until they expire
      on March 17, 2011.  Page
36




(3)
            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) 37,500
      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) 8,333 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) 7,500 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; and (E) 138,890 common shares underlying
      warrants that are immediately exercisable at an exercise price of $0.35
      per common share and expire on March 6,
2010.




(4)
            Includes
      (A) 410,593 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.155 per share and expire February 16, 2010; (C) 120,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share and expire March 1, 2010; (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 $0.30 per share and
      expire January 8, 2012; (E) 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 $0.37 per share until January
      28, 2013; (F) 8,333 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; (G) 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; (H)
      377,500 common shares held by Mrs. Sybille Gossland, the wife of Mr.
      Gossland; (I) 5,000 common shares underlying warrants that are held by
      Mrs. Sybille Gossland, the wife of Mr. Gossland, that are immediately
      exercisable at an exercise price of $0.40 per common share and expire on
      July 29, 2010, (J) 500,000 common shares underlying warrants that are
      exercisable subject to certain milestones as more further described in the
      Software Transfer Agreementsat an exercise
      price of $0.50 per common share and expire on November 30, 2009; and (K)
      500,000 common shares underlying warrants that are exercisable subject to
      certain milestones as more further described in the Software Transfer
      Agreementsat
      an exercise price of $1.00 per common share and expire on November 30,
      2009.




(5)
            Includes
      (A) 50,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.155 per share and expire February 16, 2010; (B) 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 $0.25
      per share until March 1, 2010; (C) 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 $0.30 per share and expire
      January 8, 2012; (D) 37,500 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; (E) 8,333 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; and (F) 7,500
      common shares underlying warrants that are immediately exercisable at an
      exercise price of $0.60 per common share and expire on December 7,
      2009.  Page
37




(6)
            Includes
      (A) 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 $0.30 per share and expire January 8, 2012; (B) 56,250 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) 8,333 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; and (D) 14,286 common shares underlying warrants that
      are immediately exercisable at an exercise price of $0.60 per common share
      and expire on December 7, 2009.




ITEM
      7:
            MAJOR
      SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS




A.
            Major
      Shareholders




As of
April 21, 2009, we had 52,701,878 common shares issued and outstanding. As of
April 21, 2009, 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
                  13,684,472
      (1)
                  24.06%Phillip
      Carrozza
                  4,037,718
      (2)
                  7.46%Karen
      Powell
                  3,253,897
      (3)
                  6.09%Harold
      Elke
                  2,788,810
      (4)
                  5.26%




Notes:




(1)
            Includes
      (A) 120,000 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.25 per share until March 1, 2010; (B) 500,000 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; (C) 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 $0.37 per share until January
      28, 2013; (D) 8,333 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; (E)
      225,000 common shares that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.38
      per share until January 28, 2013; (F) 167,000 common shares that are held
      by Mr. Cameron Powell, the son of Dr. Powell; (G) 167,000 common shares
      that are held by Mr. Carson Powell, the son of Dr. Powell; (H) 2,511,397
      common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell;
      (I) 425,000 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.60 per common share and expire on
      December 7, 2009; (J) 120,580 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; (K) 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; (L) 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; (M) 312,500 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.60 per
      common share and expire on December 7, 2009; (N) 150,000 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.35 per
      common share and expire on March 6, 2010; (O) 55,000 common shares
      underlying warrants that are held by Mrs. Karen Powell, the wife of Dr.
      Powell, that are immediately exercisable at an exercise price of $0.45 per
      common share until March 17, 2010 and $0.60 per common shares until they
      expire on March 17, 2011;  (P) 15,000 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 $0.35 per common share
      and expire on March 6, 2010; (Q) 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, 2010; (R) 15,000 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 $0.35 per common share and expire on
      March 6, 2010; and (S) 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, 2010.  Page
38




(2)
            Includes
      (A) 120,000 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.25 per share until March 1, 2010; (B) 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;  (C) 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 $0.37 per share until
      January 28, 2013; (D) 8,333 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; (E) 500,000 common shares underlying warrants that are exercisable
      subject to certain milestones as more further described in the Software
      Transfer Agreementsat an exercise
      price of $0.50 per common share and expire on November 30, 2009; (F)
      500,000 common shares underlying warrants that are exercisable subject to
      certain milestones as more further described in the Software Transfer
      Agreementsat
      an exercise price of $1.00 per common share and expire on November 30,
      2009; (G) 1,791,571 common shares that are held by Mrs. Loraine Kuppe, the
      wife of Mr. Carrozza; (H) 14,285 common shares underlying warrants that
      are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; and (I) 5,000 common shares underlying
      warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza,
      that are immediately exercisable at an exercise price of $0.45 per common
      share until March 17, 2010 and $0.60 per common shares until they expire
      on March 17, 2011.




(3)
            Includes
      (A) 225,000 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; (B) 312,500 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.60 per common share and expire on December 7, 2009; (C) 150,000
      common shares underlying warrants that are immediately exercisable at an
      exercise price of $0.35 per common share and expire on March 6, 2010; and
      (D) 55,000 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.45 per common share until March 17,
      2010 and $0.60 per common shares until they expire on March 17,
      2011.




(4)
            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) 37,500
      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) 8,333 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) 7,500 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; and (E) 138,890 common shares underlying
      warrants that are immediately exercisable at an exercise price of $0.35
      per common share and expire on March 6,
2010.




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.





Page
39




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
178 registered shareholders as at April 20, 2009, 24 were residents of the
United States representing 4,794,667 common shares or 9.10% of our
52,701,878issued
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.




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 Tick Analyst 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 Tick Analyst Technology and related products, failing which
Cignal could terminate the license. Pursuant to a related agreement among Dr.
Ken 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.




In
February 2006, we entered into a software transfer agreement with Mr. 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, we would issue to Cignal and Mr. Carrozza a total of 3,000,000 common
shares, 1,000,000 of which common shares would have been issued on closing and
the remaining 2,000,000 common shares would have been issued in 1,000,000 share
increments in each of 2007 and 2008 and 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.





Page
40




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 as reported by the TSX Venture
Exchange being no less than $1.00 and $2.00 per share respectively.





In July
2006, the Company announced that the Software Transfer Agreements had been
amended and restated.  The total number of Titan common shares
issuable pursuant to the Software Transfer Agreements did not change from
4,500,000 common shares; however, these shares will only be issued upon Titan
achieving certain gross revenue milestones commencing June 1,
2006.  Commencing June 1, 2006 an aggregate of 4,500,000 shares will
be eligible to be issued in tranches of 1,500,000, upon Titan achieving
cumulative gross revenues from Tick Analyst of each of $400,000, $800,000 and
$1.2 million.  The first, second and third tranches of the shares will
be issued no earlier than September 30, 2006, January 31, 2007 and May 31, 2007
respectively, and in any event, any Titan common shares not “earned” by May 31,
2007 will not be eligible for issuance.  All of the securities issued
in connection with the Software Transfer Agreements are subject to a four month
hold period.  On September 14, 2007, the Company received
disinterested shareholder approval at its annual meeting of Titan shareholders
to further amend the Software Transfer Agreements, extending the milestone
compliance date to May 31, 2008.





The terms
of the 2,000,000 performance warrants issued to Cignal, Mr. Carrozza and Mr.
Gossland were also revised in July of 2006.  The first 1,000,000
performance warrants will be exercisable at a price of $0.50 per share for a
six-month period commencing June 1, 2007, provided that Titan has achieved at
least $1.2 million of gross revenue for the one-year period commencing June 1,
2006.  The second 1,000,000 performance warrants will be exercisable
at a price of $1.00 per share for a six-month period commencing June 1, 2008,
provided that Titan has achieved gross revenue of $1.8 million for the one-year
period commencing June 1, 2007.  The performance warrants were to
expire November 30, 2008.  The 2,000,000 warrants were issued on
September 5, 2006.  On September 14, 2007, the Company received
disinterested shareholder approval at its annual meeting of Titan shareholders
of further amendments to provide that the performance warrants will be
exercisable upon Titan achieving the gross revenue milestones for the one-year
period ended May 31, 2008.  The exercise prices are the same; however,
the exercise period for the first and second tranche is the six-month period
commencing June 1, 2008.





The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.





Pursuant
to disinterested shareholder approval on September 19, 2008, the Software
Transfer Agreements were further amended and the TSX Venture Exchange approved
such amendments On October 2, 2008.  Upon receipt of the
aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.





The
following is a summary of the current terms of the Software Transfer
Agreements:





1.
            The
      total number of securities issuable pursuant to the Software Transfer
      Agreements is 4,500,000 common shares (3,000,000 common shares to Mr.
      Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and
      2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and
      1,000,000 to Mr. Gossland).





2.
            The
      common shares are only issuable upon the Company achieving certain gross
      revenue milestones by May 31, 2009.  One-third of the common
      shares, being 1,500,000 common shares, will be eligible to be issued upon
      the Company achieving gross revenues from the software of $400,000,
      $800,000 and $1,200,000, calculated ending May 31, 2009.  Any
      common shares not earned by May 31, 2009 will not be eligible for
      issuance.


Page
41




3.
            The
      first 1,000,000 performance warrants are exercisable at a price of $0.50
      per share for a six-month period commencing June 1, 2009, provided that
      the Company has achieved at least $1,200,000 of gross revenue for the
      period ended May 31, 2009.  The second 1,000,000 performance
      warrants are exercisable at a price $1.00 per share for a six-month period
      commencing June 1, 2009, provided that Titan has achieved gross revenue of
      $1,800,000 for the period ended May 31,
2009.





As of
April 21, 2009, the gross revenue milestones have not yet been achieved and
therefore, no common shares are issuable and no performance warrants are
exercisable.  We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.





In
connection with the Software Transfer Agreements, we have entered into
consulting agreements with each of Cignal and Mr. 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.





Management
fees and research and development costs of $442,682 (2007 - $430,764) were paid
to officers and directors of the Company during 2008.





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”.





Page
42




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:




Period
                            
                            High
                            
                            
                            LowFiscal YearNovember
      1, 2003 to October 31, 2004
                            
                            $
                            0.26
                            
                            
                            $
                            0.08November
      1, 2004 to October 31, 2005
                            
                            $
                            0.44
                            
                            
                            $
                            0.085November
      1, 2005 to October 31, 2006
                            
                            $
                            0.415
                            
                            
                            $
                            0.11November
      1, 2006 to October 31, 2007
                            
                            $
                            1.07
                            
                            
                            $
                            0.255November
      1, 2007 to October 31, 2008
                            
                            $
                            0.67
                            
                            
                            $
                            0.29Fiscal QuarterNovember
      2006 to January 2007
                            
                            $
                            0.395
                            
                            
                            $
                            0.255February
      2007 to April 2007
                            
                            $
                            1.07
                            
                            
                            $
                            0.355May
      2007 to July 2007
                            
                            $
                            0.89
                            
                            
                            $
                            0.54August
      2007 to October 2007
                            
                            $
                            0.60
                            
                            
                            $
                            0.335November
      2007 to January 2008
                            
                            $
                            0.57
                            
                            
                            $
                            0.31February
      2008 to April 2008
                            
                            $
                            0.67
                            
                            
                            $
                            0.30May
      2008 to July 2008
                            
                            $
                            0.405
                            
                            
                            $
                            0.30August
      2008 to October 2008
                            
                            $
                            0.45
                            
                            
                            $
                            0.29November
      2008 to January 2009
                            
                            $
                            0.415
                            
                            
                            $
                            0.26February
      2009 to April 21, 2009
                            
                            $
                            0.38
                            
                            
                            $
                            0.28MonthOctober
      2008
                            
                            $
                            0.37
                            
                            
                            $
                            0.29November
      2008
                            
                            $
                            0.415
                            
                            
                            $
                            0.28December
      2008
                            
                            $
                            0.38
                            
                            
                            $
                            0.26January
      2009
                            
                            $
                            0.375
                            
                            
                            $
                            0.26February
      2009
                            
                            $
                            0.375
                            
                            
                            $
                            0.28March
      2009
                            
                            $
                            0.38
                            
                            
                            $
                            0.32April
      1 – 21, 2009
                            
                            $
                            0.37
                            
                            
                            $
                            0.32




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
                      
                      
                      LowFiscal YearNovember
      1, 2003 to October 31, 2004
                      
                      $
                      0.15
                      
                      
                      $
                      0.06November
      1, 2004 to October 31, 2005
                      
                      $
                      0.38
                      
                      
                      $
                      0.06November
      1, 2005 to October 31, 2006
                      
                      $
                      0.37
                      
                      
                      $
                      0.105November
      1, 2006 to October 31, 2007
                      
                      $
                      0.92
                      
                      
                      $
                      0.192November
      1, 2007 to October 31, 2008
                      
                      $
                      0.72
                      
                      
                      $
                      0.26


Page
43




Period
                        
                        High
                        
                        
                        LowFiscal QuarterNovember
      2006 to January 2007
                        
                        $
                        0.35
                        
                        
                        $
                        0.192February
      2007 to April 2007
                        
                        $
                        0.92
                        
                        
                        $
                        0.291May
      2007 to July 2007
                        
                        $
                        0.77
                        
                        
                        $
                        0.505August
      2007 to October 2007
                        
                        $
                        0.58
                        
                        
                        $
                        0.321November
      2007 to January 2008
                        
                        $
                        0.55
                        
                        
                        $
                        0.29February
      2008 to April 2008
                        
                        $
                        0.72
                        
                        
                        $
                        0.29May
      2008 to July 2008
                        
                        $
                        0.39
                        
                        
                        $
                        0.30August
      2008 to October 2008
                        
                        $
                        0.47
                        
                        
                        $
                        0.26November
      2008 to January 2009
                        
                        $
                        0.32
                        
                        
                        $
                        0.19February
      2009 to April 21, 2009
                        
                        $
                        0.31
                        
                        
                        $
                        0.21MonthOctober
      2008
                        
                        $
                        0.35
                        
                        
                        $
                        0.26November
      2008
                        
                        $
                        0.32
                        
                        
                        $
                        0.19December
      2008
                        
                        $
                        0.27
                        
                        
                        $
                        0.19January
      2009
                        
                        $
                        0.27
                        
                        
                        $
                        0.21February
      2009
                        
                        $
                        0.31
                        
                        
                        $
                        0.21March
      2009
                        
                        $
                        0.30
                        
                        
                        $
                        0.25April
      1 – 21, 2009
                        
                        $
                        0.28
                        
                        
                        $
                        0.25




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.





Page
44




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.




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




In July
2006, the Company announced that the 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
common shares; however, these shares will only be issued upon Titan achieving
certain gross revenue milestones commencing June 1, 2006.  Commencing
June 1, 2006, an aggregate of 4,500,000 shares will be eligible to be issued in
tranches of 1,500,000, upon Titan achieving cumulative gross revenues from TOPS
of each of $400,000, $800,000 and $1.2 million.  The first, second and
third tranches of the shares will be issued no earlier than September 30, 2006,
January 31, 2007 and May 31, 2007 respectively, and in any event, any Titan
common shares not “earned” by May 31, 2007 will not be eligible for
issuance.  All of the securities issued in connection with the
Software Transfer Agreements are subject to a four month hold
period.  On September 14, 2007, the Company received disinterested
shareholder approval at its annual meeting of Titan shareholders to further
amend the Software Transfer Agreements, extending the milestone compliance date
to May 31, 2008.





Page
45




The terms
of the 2,000,000 performance warrants issued to Cignal, Mr. Carrozza and Mr.
Gossland were also revised in July of 2006.  The first 1,000,000
performance warrants will be exercisable at a price of $0.50 per share for a
six-month period commencing June 1, 2007, provided that Titan has achieved at
least $1.2 million of gross revenue for the one-year period commencing June 1,
2006.  The second 1,000,000 performance warrants will be exercisable
at a price of $1.00 per share for a six-month period commencing June 1, 2008,
provided that Titan has achieved gross revenue of $1.8 million for the one-year
period commencing June 1, 2007.  The performance warrants were to
expire November 30, 2008.  The 2,000,000 warrants were issued on
September 5, 2006.  On September 14, 2007, the Company received
disinterested shareholder approval at its annual meeting of Titan shareholders
of further amendments to provide that the performance warrants will be
exercisable upon Titan achieving the gross revenue milestones for the one-year
period ended May 31, 2008.  The exercise prices are the same, however,
the exercise period for the first and second tranche is the six-month period
commencing June 1, 2008.





The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.





Pursuant
to disinterested shareholder approval on September 19, 2008, the Software
Transfer Agreements were further amended and the TSX Venture Exchange approved
such amendments On October 2, 2008.  Upon receipt of the
aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.





The
following is a summary of the current terms of the Software Transfer
Agreements:





1.
            The
      total number of securities issuable pursuant to the Software Transfer
      Agreements is 4,500,000 common shares (3,000,000 common shares to Mr.
      Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and
      2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and
      1,000,000 to Mr. Gossland).





2.
            The
      common shares are only issuable upon the Company achieving certain gross
      revenue milestones by May 31, 2009.  One-third of the common
      shares, being 1,500,000 common shares, will be eligible to be issued upon
      the Company achieving gross revenues from the software of $400,000,
      $800,000 and $1,200,000, calculated ending May 31, 2009.  Any
      common shares not earned by May 31, 2009 will not be eligible for
      issuance.





3.
            The
      first 1,000,000 performance warrants are exercisable at a price of $0.50
      per share for a six-month period commencing June 1, 2009, provided that
      the Company has achieved at least $1,200,000 of gross revenue for the
      period ended May 31, 2009.  The second 1,000,000 performance
      warrants are exercisable at a price $1.00 per share for a six-month period
      commencing June 1, 2009, provided that Titan has achieved gross revenue of
      $1,800,000 for the period ended May 31,
2009.





As of
April 21, 2009, the gross revenue milestones have not yet been achieved and
therefore, no common shares are issuable and no performance warrants are
exercisable.  We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.





In
connection with the Software Transfer Agreements, we have entered into
consulting agreements with each of Cignal 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.





Page
46




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”.




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.





Page
47




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.




U.S.
Federal Income Tax Consequences




The
following is a general discussion of certain possible 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. In addition, this discussion does not cover any state, local or
foreign tax consequences. (See “Taxation – Canadian Federal Income Tax
Consequences” above).





Page
48




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.




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 tax statement made herein regarding any U.S. federal
tax 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, or brokers, dealers or
traders in securities, (ii) persons who have a “functional currency” other than
the U.S. dollar, (iii) persons subject to the alternative minimum tax, (xi)
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, (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.





Page
49




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. However, a U.S. Holder that isan individualand whose realized gain does not exceed $200
will not recognize that gain, to the extent that there are no expenses
associated with the transaction that meet the requirements for deductibility as
a trade or business expense (other than travel expenses in connection with a
business trip) or as an expense for the production of income.




Dividend
not Eligible for Reduced Tax Rate. For taxable years beginning after
December 31, 2002 and before January 1, 2011, dividends received 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. Under certain circumstances, a U.S. Holder that is a
corporation and that owns shares representing at least 10% of the total voting
power and the total value of our outstanding shares may be entitled to a 70%
deduction of the “U.S. source” portion of dividends received from us (unless we
qualify as a PFIC as defined below). 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.





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50




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 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,
2008, 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. In addition, special rules apply if a foreign
corporation qualifies as both a PFIC and a “controlled foreign corporation” (as
defined below) and a U.S. Holder owns, actually or constructively, 10% or more
of the total combined voting power of all classes of stock entitled to vote of
such foreign corporation (See more detailed discussion at “Controlled Foreign
Corporation” below).




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 average percentage, by fair market
value (or, if the corporation is not publicly traded and either is a controlled
foreign corporation or makes an election, by adjusted tax basis), of its assets
that produce or are held for the production of “passive income” is 50% or more.
“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. However, gains resulting from commodities
transactions are generally excluded from the definition of passive income if
“substantially all” of a merchant’s, producer’s or handler’s business is as an
active merchant, producer or handler of such commodities. For purposes of the
PFIC income test and the 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. Also, for purposes
of such PFIC tests, passive income does not include any interest, dividends,
rents or royalties that are received or accrued from a “related” person to the
extent such amount is properly allocable to the income of such related person
which is not passive income. For these purposes, a person is related with
respect to a foreign corporation if such person “controls” the foreign
corporation or is controlled by the foreign corporation or by the same persons
that control the foreign corporation. For these purposes, “control” means
ownership, directly or indirectly, of stock possessing more than 50% of the
total voting power of all classes of stock entitled to vote or of the total
value of stock of a 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, 2008 and anticipate meeting both of these tests in the
fiscal year that will end on October 31, 2009. There can be no assurance that
our determination concerning our PFIC status will not be
challenged.





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51




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.




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. All
gains or excess distributions allocated to prior years of the U.S. Holder (other
than years prior to our first taxable year during such U.S. Holder’s holding
period and beginning after January 1, 1987 for which we were a PFIC) would be
taxed at the highest tax rate for each such prior year applicable to ordinary
income. The Non-Electing U.S. Holder also would be liable for interest on the
foregoing tax liability for each such prior year calculated as if such liability
had been due with respect to each such prior year. A Non-Electing U.S. Holder
that is not a corporation must treat this interest charge as “personal interest”
which, as discussed above, is wholly nondeductible. The balance of the gain or
the excess distribution will be treated as ordinary income in the year of the
disposition or distribution, and no interest charge will be incurred with
respect to such balance.




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. Effective for tax years of U.S. Holders beginning after
December 31, 1997, 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.





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52




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.




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. A
U.S. Holder who made elections to recognize gain or earnings and profits after
May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect
to change such U.S. Holder’s qualification date to the first day of the first
QEF year. 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. In addition, the QEF election remains in effect, although not
applicable, with respect to an Electing U.S. Holder even after such U.S. Holder
disposes of all of his or its direct and indirect interest in our shares.
Therefore, if such U.S. Holder reacquires an interest in us, that U.S. Holder
will be subject to the rules described above for Electing U.S. Holders for each
tax year 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.





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53




Certain
special, generally adverse, rules will apply with respect to our common shares
while we are a PFIC whether or not it is treated as a QEF. For example under
Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security
for a loan (including a margin loan) will, except as may be provided in
regulations, be treated as having made a taxable disposition of such
shares.




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 U.S. federal income tax situation.




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
c category income”.




In
addition, U.S. Holders that are corporations and that own 10% or more of our
voting stock may be entitled to an “indirect” foreign tax credit under Section
902 of the Code with respect to the payment of dividends by us under certain
circumstances and subject to complex rules and limitations. 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.




Information Reporting; Backup
Withholding.




Certain
information reporting and backup withholding rules may apply with respect to
certain payments related to our common shares. In particular, a payor or
middleman within the U.S., or in certain cases outside the U.S., will be
required to withhold 28% (which rate is scheduled for periodic adjustment) of
any payments to a U.S. Holder of our common shares of dividends on, or proceeds
from the sale of, such common shares within the U.S., if a U.S. Holder fails to
furnish its correct taxpayer identification number (generally on Form W-9) or
otherwise fails to comply with, or establish an exemption from, the backup
withholding tax requirements. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder’s U.S. federal income tax liability, provided the required information is
furnished to the IRS. U.S.
Holders should consult their own financial advisor, legal counsel or accountant
regarding the information reporting and backup withholding rules applicable to
our common shares.





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54




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.




The
classification of us as a CFC would effect many complex results, including that
10% Shareholders of us would generally (i) be treated as having received a
current distribution of our “Subpart F income” and (ii) would also be subject to
current U.S. federal income tax on their pro rata shares of our earnings
invested in “U.S. property.” The foreign tax credit may reduce the U.S. federal
income tax on these amounts for such 10% Shareholders (See more detailed
discussion at “Foreign Tax Credit” above). In addition, under Section 1248 of
the Code, gain from the sale or other taxable disposition of our common shares
by a U.S. Holder that is or was a 10% Shareholder at any time during the
five-year period ending with the sale is treated as a dividend to the extent of
our earnings and profits attributable to the common shares sold or
exchanged.




If we are
classified as both a PFIC and a CFC, we generally will not be treated as a PFIC
with respect to 10% Shareholders. This rule generally will be effective for
taxable years of 10% Shareholders beginning after 1997 and for taxable years of
us ending with or within such taxable years of 10% Shareholders.




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:





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55




Judiciary
      Plaza
                    Room
      1024
                    Washington,
      DC   20549
                  500
      West Madison
                    Suite
      1400
                    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.




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.





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56




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, 2008, 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.





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,
2008.





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57




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. Robert F. Roddick and Dr. Harold
Elke, serve on the Audit Committee. Also, we believe that Mr. Roddick and Dr.
Elke are “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 financial statements for the
years ended October 31, 2008 and October 31, 2007.




Audit
Fees




Fees
billed by Collins Barrow for professional services totaled $65,000 for the year
ended October 31, 2008.  Fees billed by Collins Barrow for
professional services totaled $60,000 for the year ended October 31,
2007.  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.




Audit–Related
Fees




None.




Tax Fees




Fees for
tax services by Collins Barrow, including fees for review of our consolidated
federal income tax return, totaled $0 for the 2008 tax year and $0 for the 2007
tax year.




All
other Fees




During
the fiscal years ended October 31, 2008 and October 31, 2007, Collins Barrow did
not bill for any products or services other than as described
above.





Page
58




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 2008 and 2007 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
                                  PricePaid
      per Share
                                  (or
      Units)
                                
                                
                                (c)
      Total Number
                                  of
      Shares(or
      Units)
                                  Purchased
      as Partof
                                  Publicly
      Announced
                                  Plansor
      Programs
                                
                                
                                (d)
      Maximum Number
                                  (orApproximate
      Dollar
                                  Value)
      ofShares
      (or
                                  Units)
      that MayYet
      Be
                                  Purchased
      Under
                                  thePlans
      or ProgramsNovember
      1, 2007 to November 30, 2007
                                
                                Nil
                                
                                
                                
                                N/A
                                
                                
                                Nil
                                
                                
                                NilDecember
      1, 2007 to December 31, 2007
                                
                                
                                908,571
                                (1)
                                
                                $
                                0.40
                                
                                
                                
                                908,571
                                (1)
                                
                                
                                454,286
                                (1)January
      1, 2008 – January 31, 2008
                                
                                
                                277,780
                                (2)
                                
                                $
                                0.40
                                
                                
                                
                                277,780
                                (2)
                                
                                
                                475,000
                                (3)February
      1, 2008 to February 29, 2008
                                
                                
                                265,500
                                (4)
                                
                                $
                                0.41
                                
                                
                                
                                250,000
                                (4)
                                
                                
                                80,000
                                (5)March
      1, 2008 to March 31, 2008
                                
                                
                                518,941
                                (6)
                                
                                $
                                0.255
                                
                                
                                
                                518,941
                                (6)
                                
                                
                                259,470
                                (6)April
      1, 2008 to April 30, 2008
                                
                                Nil
                                
                                
                                
                                N/A
                                
                                
                                Nil
                                
                                
                                NilMay
      1, 2008 to May 31, 2008
                                
                                Nil
                                
                                
                                
                                N/A
                                
                                
                                Nil
                                
                                
                                NilJune
      1, 2008 to June 30, 2008
                                
                                
                                600,000
                                (7)
                                
                                
                                -
                                
                                
                                Nil
                                
                                
                                NilJuly
      1, 2008 to July 31, 2008
                                
                                
                                305,500
                                (8)
                                
                                $
                                0.30
                                
                                
                                
                                300,000
                                (8)
                                
                                
                                150,000
                                (8)August
      1, 2008 to August 31, 2008
                                
                                
                                2,300,000
                                (9)
                                
                                $
                                0.27
                                
                                
                                
                                2,300,000
                                (9)
                                
                                
                                2,000,000
                                (9)September
      1, 2008 to September 30, 2008
                                
                                Nil
                                
                                
                                
                                N/A
                                
                                
                                Nil
                                
                                
                                NilOctober
      1, 2008 to October 31, 2008
                                
                                Nil
                                
                                
                                
                                N/A
                                
                                
                                Nil
                                
                                
                                Nil




Notes:




(1)
            908,571
      common shares issued pursuant to a private placement at $0.40 per common
      share, and 454,286 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.60 per common share and expire
      December 7, 2009.  The private placement was publicly announced
      on December 7, 2007.


(2)
            277,780
      common shares issued pursuant to the exercise of warrants at $0.40 per
      common share.


(3)
            475,000
      common shares issuable pursuant to stock options granted under the our
      stock option plan of which 356,250 are vested and fully exercisable and
      the remaining 118,750 will vest on July 28, 2009, all exercisable at an
      exercise price of $0.37 per common share and expire January 28,
      2013.  The grant of options was publicly announced on January
      28, 2008.  Page
59




(4)
            Includes
      250,000 common shares issued pursuant to the exercise of warrants at $0.40
      per common share.


(5)
            Acquisition
      of 80,000 common shares underlying warrants in a private transaction that
      are immediately exercisable at an exercise price of $0.40 per common share
      and expired February 1, 2008.


(6)
            518,941
      common shares issued pursuant to a private placement at $0.255 per common
      share, and 259,470 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.35 per common share and expire
      March 6, 2010.  The private placement was publicly announced on
      March 6, 2008.


(7)
            Acquisition
      of 600,000 common shares in a private
  transaction.


(8)
            Includes
      300,000 common shares issued pursuant to a private placement at $0.30 per
      common share, and 150,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.40 per common share and
      expire July 29, 2010.  The private placement was publicly
      announced on July 29, 2008.


(9)
            Includes
      300,000 common shares issued pursuant to the exercise of stock options at
      $0.10 per common share and 2,000,000 common shares issued pursuant to a
      private placement at $0.30 per common share, and 2,000,000 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.40 per common share and expire August 19, 2010.  The
      private placement was publicly announced on August 19,
    2008.  Page
60




PART III




ITEM
      17:
            FINANCIAL STATEMENTS




Our
audited consolidated financial statements include:




·
            our
      balance sheets as at October 31, 2008 and October 31,
  2007;




·
            statements
      of operations and comprehensive loss for the periods ended October 31,
      2008, 2007 and 2006;




·
            statements
      of shareholders’ equity for the periods ended October 31, 2008, 2007 and
      2006; and




·
            statements
      of cash flows for the periods ended October 31, 2008, 2007 and
      2006.




The
consolidated financial statements as at and for the years ended October 31, 2008
and October 31, 2007 were audited by Collins Barrow Edmonton LLP, our
Independent Registered Chartered Accountants.




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
61





Report
of Independent Registered Chartered Accountants








To the
Shareholders of


Titan
Trading Analytics Inc.








We have
audited the consolidated balance sheets of Titan Trading Analytics Inc. as at
October 31, 2008 and 2007, and the consolidated statements of operations and
comprehensive loss, shareholders’ equity and cash flows for each of the years in
the three year period ended October 31, 2008 and for the cumulative amounts from
November 1, 2001 (inception of development stage) to October 31,
2008.  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 audits.





We
conducted our audits in accordance with Canadian generally accepted auditing
standards and the standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we 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, 2008 and 2007
and the results of its operations and its cash flows for each of the years in
the three year period ended October 31, 2008 and for the cumulative amounts from
November 1, 2001 (inception of development stage) to October 31, 2008 in
accordance with Canadian generally accepted accounting principles.





We have
withdrawn our previous report dated February 20, 2008 and the financial
statements have been restated as explained in Note 2 and Note 17.





The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.














Edmonton,
      Alberta, CanadaFebruary
      24, 2009 except Note 17 whichis
      as of April 13, 2009
              Independent
      Registered Chartered Accountants  Page
62


Comments
by Independent Registered Chartered Accountants for US Readers on Canada-United
States of America Reporting Differences.





The
standards of the Public Company Accounting Oversight Board (United States)
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.  Although we conducted our audit in accordance with both
Canadian generally accepted accounting standards and the standards of the Public
Company Accounting Oversight Board (United States), our report to the
shareholders dated February 24, 2009 except Note 17 which is as of April 13,
2009, is expressed in accordance with Canadian reporting standards which do not
permit a reference to such events and conditions in the report of the
independent registered Chartered Accountants when the events and conditions are
adequately disclosed in the financial statements.

















Edmonton,
      Alberta, CanadaFebruary
      24, 2009 except Note 17which
      is as of April 13, 2009
              Independent
      Registered Chartered
Accountants


Page
63




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Balance Sheets


As
at October 31, 2008 and 2007


(expressed in Canadian dollars)







2008
                                      
                                      
                                      2007(Restated
      - see Note 2)ASSETSCURRENTCash
      and cash equivalents
                                      
                                      $
                                      334,954
                                      
                                      
                                      $
                                      18,664Short-term
      investments (Note 4)
                                      
                                      
                                      90,000
                                      
                                      
                                      
                                      221,807Due
      from related parties (Note 8)
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      ---Prepaid
      expenses and other
                                      
                                      
                                      34,433
                                      
                                      
                                      
                                      8,161489,387
                                      
                                      
                                      
                                      248,632Due
      from related parties (Note 8)
                                      
                                      
                                      28,754
                                      
                                      
                                      
                                      ---Deposit
                                      
                                      
                                      27,749
                                      
                                      
                                      
                                      23,500Restricted
      cash (Note 5)
                                      
                                      
                                      240,391
                                      
                                      
                                      
                                      ---Property
      and equipment (Note 6)
                                      
                                      
                                      742,638
                                      
                                      
                                      
                                      159,270$
                                      1,528,919
                                      
                                      
                                      $
                                      431,402LIABILITIESCURRENTAccounts
      payable and accrued liabilities (Note 8)
                                      
                                      $
                                      120,486
                                      
                                      
                                      $
                                      332,624Loans
      and advances (Note 7)
                                      
                                      
                                      568,847
                                      
                                      
                                      
                                      350,831689,333
                                      
                                      
                                      
                                      683,455Commitments(Note
      11)Going Concern(Note
      1)SHAREHOLDERS’
      EQUITYShare
      capital (Note 9)
                                      
                                      
                                      11,707,655
                                      
                                      
                                      
                                      8,795,045Warrants
      (Note 9)
                                      
                                      
                                      1,016,303
                                      
                                      
                                      
                                      495,776Contributed
      surplus (Note 9)
                                      
                                      
                                      1,279,169
                                      
                                      
                                      
                                      544,682Deficit
                                      
                                      
                                      (13,163,541
                                      )
                                      
                                      
                                      (10,087,556
                                      )839,586
                                      
                                      
                                      
                                      (252,053
                                      )$
                                      1,528,919
                                      
                                      
                                      $
                                      431,402








See
accompanying notes








Approved
on behalf of the Board:





“Kenneth
      W. Powell”
                  
                  “Robert
      F. Roddick”Signed
                  
                  
                  Signed





Page
64





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Statements of Operations and Comprehensive Loss


Years
ended October 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars)







2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      Cumulative
      from 2002
                        (inception
      of
                        development
                        stage)(Restated
      - see Note 2)
                      
                      
                      (Restated
      - see Note 2)EXPENSESResearch
      and development (Note 8)
                      
                      $
                      605,507
                      
                      
                      $
                      1,299,820
                      
                      
                      $
                      860,456
                      
                      
                      $
                      3,555,444General
      and administrative (Note 8)
                      
                      
                      1,996,631
                      
                      
                      
                      1,169,507
                      
                      
                      
                      820,450
                      
                      
                      
                      5,547,352Amortization
                      
                      
                      147,779
                      
                      
                      
                      35,951
                      
                      
                      
                      11,840
                      
                      
                      
                      468,835Bank
      charges and interest
                      
                      
                      7,500
                      
                      
                      
                      39,769
                      
                      
                      
                      29,138
                      
                      
                      
                      83,620Loss
      on short-term investment (Note 14b)
                      
                      
                      350,467
                      
                      
                      
                      ---
                      
                      
                      
                      ---
                      
                      
                      
                      353,467Loss
      (Gain) on foreign exchange
                      
                      
                      (26,070
                      )
                      
                      
                      42,566
                      
                      
                      
                      (5,384
                      )
                      
                      
                      14,097Loss
      from operations
                      
                      
                      3,081,814
                      
                      
                      
                      2,587,613
                      
                      
                      
                      1,716,500
                      
                      
                      
                      10,022,815Interest
      and other income
                      
                      
                      5,829
                      
                      
                      
                      7,975
                      
                      
                      
                      ---
                      
                      
                      
                      14,386Net
      loss and comprehensive loss
                      
                      
                      (3,075,985
                      )
                      
                      
                      (2,579,638
                      )
                      
                      
                      (1,716,500
                      )
                      
                      
                      (10,008,429
                      )LOSS
      PER SHARE – Basic (Note 15)
                      
                      $
                      (0.07
                      )
                      
                      $
                      (0.07
                      )
                      
                      $
                      (0.06
                      )WEIGHTED
      AVERAGE NUMBER OF SHARES USED TO CALCULATE LOSS PER SHARE
                      
                      
                      44,032,360
                      
                      
                      
                      35,838,813
                      
                      
                      
                      27,306,799








See
accompanying notes





Page
65




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Statements of Shareholders’ Equity


Years
ended October 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars)







Share
                            Capital
                          
                          
                          Warrants
                          
                          
                          Contributed
      Surplus
                          
                          
                          Deficit
                          
                          
                          TotalOctober
      31, 2005
                          
                          $
                          5,293,505
                          
                          
                          $
                          229,025
                          
                          
                          $
                          222,894
                          
                          
                          $
                          (5,791,418
                          )
                          
                          $
                          (45,994
                          )Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (1,716,500
                          )
                          
                          
                          (1,716,500
                          )Expired/forfeited
      warrants
                          
                          
                          
                          
                          
                          
                          (58,274
                          )
                          
                          
                          58,274
                          
                          
                          
                          
                          
                          
                          
                          ---Private
      placement
                          
                          
                          1,060,253
                          
                          
                          
                          324,706
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,384,959Warrants
      exercised
                          
                          
                          363,920
                          
                          
                          
                          (85,947
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          277,973Stock
      compensation expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          57,404
                          
                          
                          
                          
                          
                          
                          
                          57,404October
      31, 2006 (Restated - see Note 2)
                          
                          
                          6,717,678
                          
                          
                          
                          409,510
                          
                          
                          
                          338,572
                          
                          
                          
                          (7,507,918
                          )
                          
                          
                          (42,158
                          )Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (2,579,638
                          )
                          
                          
                          (2,579,638
                          )Expired/forfeited
      warrants
                          
                          
                          
                          
                          
                          
                          (11,633
                          )
                          
                          
                          11,633
                          
                          
                          
                          
                          
                          
                          
                          ---Stock
      options exercised
                          
                          
                          78,904
                          
                          
                          
                          
                          
                          
                          
                          (23,342
                          )
                          
                          
                          
                          
                          
                          
                          55,562Warrants
      exercised
                          
                          
                          884,171
                          
                          
                          
                          (86,150
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          798,021Private
      placement
                          
                          
                          865,292
                          
                          
                          
                          184,049
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,049,341Shares
      issued
                          
                          
                          249,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          249,000Stock
      compensation expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          217,819
                          
                          
                          
                          
                          
                          
                          
                          217,819October
      31, 2007 (Restated - see Note 2)
                          
                          
                          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
      placement
                          
                          
                          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
                          )
                          
                          $
                          839,586








See
accompanying notes





Page
66





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Statements of Cash Flows


Years
ended October 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars)







2008
                                                
                                                
                                                2007
                                                
                                                
                                                2006
                                                
                                                
                                                Cumulative
      from 2002
                                                  (inception
      of Development stage)OPERATING
                                                
                                                
                                                
                                                
                                                (Restated
      - see Note 2)
                                                
                                                
                                                (Restated
      - see Note 2)Net
      loss
                                                
                                                $
                                                (3,075,985
                                                )
                                                
                                                $
                                                (2,579,638
                                                )
                                                
                                                $
                                                (1,716,500
                                                )
                                                
                                                $
                                                (10,008,429
                                                )Adjustments
      for non-cash itemsAmortization
                                                
                                                
                                                147,779
                                                
                                                
                                                
                                                35,951
                                                
                                                
                                                
                                                11,840
                                                
                                                
                                                
                                                468,835Research
      and development
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                249,000
                                                
                                                
                                                
                                                62,735
                                                
                                                
                                                
                                                574,235Stock
      option expense
                                                
                                                
                                                548,342
                                                
                                                
                                                
                                                217,819
                                                
                                                
                                                
                                                57,404
                                                
                                                
                                                
                                                978,204Loss
      on disposal of equipment
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                1,021Net
      changes in non-cash working capital balances:Prepaid
      expenses and deposit
                                                
                                                
                                                (30,521
                                                )
                                                
                                                
                                                47,158
                                                
                                                
                                                
                                                (68,678
                                                )
                                                
                                                
                                                (56,436
                                                )Accounts
      payable and accrued liabilities
                                                
                                                
                                                (212,138
                                                )
                                                
                                                
                                                50,843
                                                
                                                
                                                
                                                114,080
                                                
                                                
                                                
                                                87,780(2,622,523
                                                )
                                                
                                                
                                                (1,978,867
                                                )
                                                
                                                
                                                (1,539,119
                                                )
                                                
                                                
                                                (7,954,790
                                                )INVESTINGDue
      from related parties
                                                
                                                
                                                (58,754
                                                )
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                (58,754
                                                )Loan
      receivable
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                (62,735
                                                )Purchase
      of equipment
                                                
                                                
                                                (731,147
                                                )
                                                
                                                
                                                (132,786
                                                )
                                                
                                                
                                                (43,276
                                                )
                                                
                                                
                                                (933,524
                                                )Restricted
      cash
                                                
                                                
                                                (203,972
                                                )
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                (203,972
                                                )Short-term
      investments
                                                
                                                
                                                140,628
                                                
                                                
                                                
                                                (237,326
                                                )
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                (96,698
                                                )(853,245
                                                )
                                                
                                                
                                                (370,112
                                                )
                                                
                                                
                                                (43,276
                                                )
                                                
                                                
                                                (1,355,683
                                                )FINANCINGIssue
      of common shares and warrants net of issue costs
                                                
                                                
                                                3,619,282
                                                
                                                
                                                
                                                1,902,925
                                                
                                                
                                                
                                                1,662,932
                                                
                                                
                                                
                                                8,536,077Redemption
      of common shares
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                ---
                                                
                                                
                                                
                                                (15,000
                                                )Loans
      and advances
                                                
                                                
                                                131,836
                                                
                                                
                                                
                                                136,794
                                                
                                                
                                                
                                                116,848
                                                
                                                
                                                
                                                686,6453,751,118
                                                
                                                
                                                
                                                2,039,719
                                                
                                                
                                                
                                                1,779,780
                                                
                                                
                                                
                                                9,207,722EFFECT
      OF EXCHANGE RATE CHANGES
                                                
                                                
                                                40,940
                                                
                                                
                                                
                                                13,474
                                                
                                                
                                                
                                                7,874
                                                
                                                
                                                
                                                62,288INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                
                                                
                                                316,290
                                                
                                                
                                                
                                                (295,786
                                                )
                                                
                                                
                                                205,259
                                                
                                                
                                                
                                                (40,463
                                                )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                
                                                
                                                18,664
                                                
                                                
                                                
                                                314,450
                                                
                                                
                                                
                                                109,191
                                                
                                                
                                                
                                                375,417CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                                
                                                $
                                                334,954
                                                
                                                
                                                $
                                                18,664
                                                
                                                
                                                $
                                                314,450
                                                
                                                
                                                $
                                                334,954CASH
      USED IN OPERATING ACTIVITIES INCLUDES:Bank
      charges and interest
                                                
                                                $
                                                7,500
                                                
                                                
                                                $
                                                39,769
                                                
                                                
                                                $
                                                29,138
                                                
                                                
                                                $
                                                83,620






See
accompanying notes





Page
67





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)


1.
            NATURE
      OF OPERATIONS & 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.  The Company currently has two distinct trading
products in its line-up, each of which is now beginning to establish a
real-world track record to demonstrate its potential as a revenue
source.




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 as they have not completed the development of their financial
software, and has an accumulated deficit of $13,163,541 at October 31,
2008.




Management
has evaluated the Company’s alternatives to enable it to pay its liabilities as
they become due and payable in the current year, reduce operating losses and
obtain additional or new financing in order to advance its business plan.
Alternatives being considered by management include, among others, obtaining
financing from new lenders and the issuance of additional equity.  The
Company believes these measures will provide liquidity for it to continue as a
going concern throughout fiscal 2009.  However, management can provide
no assurance thereon.




These
consolidated financial statements do not reflect adjustments that would be
necessary if the going concern assumption was not appropriate because management
believes that the actions already taken or planned will mitigate the adverse
conditions and events that raise doubts about the validity of the going concern
assumption used in preparing these consolidated financial
statements.




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.





Page
68





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




2.
            CHANGE
      IN ACCOUNTING POLICY AND PRIOR PERIOD
ADJUSTMENT




Change
in Accounting Policy




Effective
November 1, 2007, the Company adopted the new CICA Handbook Sections 1506
"Accounting Changes", 3862 "Financial Instruments - Disclosures", 3863
"Financial Instruments - Presentation", and 1535 "Capital
Disclosures".




e)
            Section
      1506, "Accounting Changes", prescribes the criteria for changing
      accounting policies, together with the accounting treatment and disclosure
      of changes in accounting policies, changes in accounting estimates and
      corrections of errors.  Furthermore, the new standard requires
      the communication of the new primary sources of GAAP that are issued but
      not yet effective or not yet adopted by the Company.  Other than
      enhanced disclosures in note 3 the new standard had no material impact on
      the Company’s financial results.




f)
            Section
      3862, "Financial Instruments - Disclosures", describes the required
      disclosure for the assessment of the significance of financial instruments
      for an entity's financial position and performance and of the nature and
      extent of risks arising from financial instruments to which the entity is
      exposed and how the entity manages those risks.  Disclosure
      requirements pertaining to the adoption of this section is presented in
      Note 12.




g)
            Section
      3863, "Financial Instruments - Presentation", establishes standards for
      presentation of the financial instruments and non-financial
      derivatives.  It carries forward the presentation-related
      requirements of Section 3861 "Financial Instruments - Disclosure and
      Presentation".  The adoption of this new section did not have an
      effect on the consolidated financial
statements.




h)
            Section
      1535, "Capital Disclosures", established standards for disclosing
      information about an entity's capital and how it is managed.  It
      describes the disclosure of the entity's objectives, policies and
      processes for managing capital, the quantitative data about what the
      entity regards as capital, whether the entity has complied with capital
      requirements, and, if it has not complied, the consequences of such
      non-compliance.  Disclosure requirements pertaining to the
      adoption of this section is presented in Note
  16.




Prior
Period Adjustment




In the
2007 fiscal year, the Company failed to sufficiently accrue a $58,451 consulting
fee for services provided in fiscal 2007 but not invoiced and paid until the
current year.  As a result, the Company has restated its consolidated
balance sheets and statements of shareholders’ equity, as at October 31, 2007
and consolidated statements of operations and comprehensive loss and statements
of cash flow for the year ended October 31, 2007.  The impact of these
changes was an increase in accounts payable and deficit of $58,451, an increase
to general and administrative expenses of $90,000 and a decrease in research and
development expenses of $31,549.





Page
69





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




2.
            CHANGE
      IN ACCOUNTING POLICY AND PRIOR PERIOD ADJUSTMENT
    (continued)




Prior
Period Adjustment (continued)





In fiscal
2007, the Company also failed to identify a U.S. GAAP versus Canadian GAAP
difference with respect to the measurement date used for the 300,000 common
shares issued to consultants for services rendered.  As a result Note
17 has been restated to reflect a reduction in the stock-based compensation
expense recognized under U.S. GAAP of $54,000.





In the
2006 fiscal year, the Company granted 4,500,000 common shares and 2,000,000
common share purchase warrants to two directors of the Company in exchange for
the software being developed for the Company.  The common shares and
common share purchase warrants are to be issued contingent on the Company
achieving certain milestones.  This is a related party transaction
subject to the measurement and disclosure requirements of CICA Section 3840
“Related Party Transactions”.  Section 3840 requires monetary related
party transactions or non-monetary related party transactions that has
commercial substance but is not in the normal course of operations to be
measured at the exchange amount when the change in ownership interests in the
item transferred or the benefit of a service provided is substantive and the
exchange amount is supported by independent evidence.  Based on the
requirements of Section 3840, the Company has determined the value recognized
and expensed with respect to this transaction was not in fact supported by
independent evidence as the issuance of the equity instruments in consideration
of the software was conditional on the achievement of specified future
milestones.  Accordingly, the Company has reversed the software
development expense of $1,891,479, the fair value of the warrants of $316,479
and the fair value of the common shares of $1,575,000 as a prior period
error.





As
      PreviouslyReported
                
                
                Restatement
                
                
                As RestatedAs
      at October 31, 2007Accounts
      payable
                
                
                274,173
                
                
                
                58,451
                
                
                
                332,624Warrants
                
                
                812,255
                
                
                
                (316,479
                )
                
                
                495,776Contributed
      surplus
                
                
                2,119,682
                
                
                
                (1,575,000
                )
                
                
                544,682Deficit
                
                
                (11,920,584
                )
                
                
                1,833,028
                
                
                
                (10,087,556
                )Year
      ended October 31, 2007General
      and administrative
                
                
                1,079,507
                
                
                
                90,000
                
                
                
                1,169,507Research
      and development
                
                
                1,331,369
                
                
                
                (31,549
                )
                
                
                1,299,820Net
      loss and comprehensive loss
                
                
                (2,521,187
                )
                
                
                (58,451
                )
                
                
                (2,579,638
                )Year
      ended October 31, 2006Software
      development
                
                
                1,891,479
                
                
                
                (1,891,479
                )
                
                
                ---Net
      loss and comprehensive loss
                
                
                (3,607,979
                )
                
                
                1,891,479
                
                
                
                (1,716,500
                )Loss
      per share
                
                
                (0.13
                )
                
                
                0.07
                
                
                
                (0.06
                )


Page
70




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




3.
            SIGNIFICANT
      ACCOUNTING POLICIES




These
consolidated financial statements are prepared in accordance with accounting
principles generally accepted in Canada.




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 inter-company
balances and transactions have been eliminated on consolidation.




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 or a product to be used internally are capitalized as software and
systems development. Capitalization of development costs ceases when the product
is available for general release to customers or once internal utilization
commences.  There were no development costs capitalized during the
year.




Property
and Equipment




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




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




Leasehold
improvements are carried 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 its 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.





Page
71





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)


3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




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, if any, 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




The
functional currency of the Company is the Canadian dollar. 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.




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.




Use
of estimates




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




Loss
per share




Basic
loss per share is computed by dividing the loss available to common shareholders
by the weighted average number of common shares outstanding during the year. The
computation of diluted loss per share assumes the conversion, exercise or
contingent issuance of securities only when such conversion, exercise or
issuance would have a dilutive effect on earnings per share. The dilutive effect
of outstanding options and warrants and their equivalents is reflected in
diluted loss per share by application of the treasury stock method. Diluted loss
per share is not presented when it would be anti-dilutive.





Page
72





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




Cash
and cash equivalents




Cash and
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.




Stock-based
compensation





The
Company accounts for stock options granted to directors, officers, employees and
non-employees using the fair value method of accounting.  The fair
value of stock options for directors, officers and employees are calculated at
the date of grant and is expensed over the vesting period of the options on a
straight-line basis.  For non-employees, the fair value of the options
is measured on the earlier of the date at which the counterparty performance is
complete, the date at which the performance commitment is reached or the date at
which the equity instrument is granted if they are fully vested and
non-forfeitable.  The Company uses the Black-Scholes model to
calculate the fair value of stock options issued, which requires certain
assumptions to be made at the time the options are awarded, including the
expected life of the option, the expected number of granted options that will
vest and the expected future volatility of the stock.  As the options
are exercised, the consideration paid, along with the amount previously
recognized in contributed surplus, is recorded as an increase to share
capital.  The Company has not incorporated an estimated forfeiture
rate for stock options that will not vest; rather the Company accounts for
actual forfeitures as they occur.




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.




Variable
Interest Entities




Variable
interest entities ("VIE") are defined under Accounting Guideline 15
"Consideration of Variable Interest Entities" ("AcG 15") as entities that do not
have sufficient equity at risk to finance their activities without additional
subordinated financial support, or where the equity holders lack the overall
characteristics of a controlling financial interest.  The guideline
requires that the VIE be consolidated with the financial results of the entity
deemed to be the primary beneficiary of the VIE's expected losses and its
expected residual returns.  There are no variable interest entities to
be consolidated.





Page
73





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




Joint
Interest Activities




Certain
of the Company’s trading activities are conducted jointly with another
entity.  The consolidated financial statements reflect only the
Company’s proportionate interest in such activities.  Such
arrangements are considered to be participation funding and are not considered
to be joint ventures.




Financial
Instruments




All
financial instruments are initially recorded on the consolidated balance sheet
at fair value.  They are subsequently valued either at fair value or
amortized cost depending on the classification selected for the financial
instrument.  Financial assets are classified as either
"held-for-trading", "held-to-maturity", "available-for-sale" or "loans and
receivables" and financial liabilities are classified as either
"held-for-trading" or "other liabilities".  Financial assets and
liabilities classified as held-for-trading are measured at fair value with
changes in fair value recorded in the consolidated statements of operations
except for financial assets and liabilities designated as cash flow hedges which
are measured at fair value with changes in fair value recorded as a component of
other comprehensive income.  Financial assets classified as
held-to-maturity or loans and receivables and financial liabilities classified
as other liabilities are subsequently measured at amortized cost using the
effective interest method.  Available-for-sale financial assets that
have a quoted price in an active market are measured at fair value with changes
in fair value recorded in other comprehensive income.  Such gains and
losses are reclassified to earnings when the related financial asset is disposed
of or when the decline in value is considered to be
other-than-temporary.  Equity instruments classified as
"available-for-sale" that do not have a quoted price in an active market are
subsequently measured at cost.  Purchases and sales of financial
assets will be accounted for using trade-date accounting and transaction costs
relating to financial instruments will be expensed in the period
incurred.




The
Company has classified its financial instruments as follows:




§
            Cash
      and cash equivalents, short-term investments and restricted cash are
      classified as held-for-trading.




§
            Due
      from related parties is classified as loans and
    receivables.




§
            Accounts
      payable and accrued liabilities and loans and advances are classified as
      other liabilities.




Comprehensive
Income




Comprehensive
income is the change in equity of a company, during a period, from transactions
and other events and circumstances from non-owner sources.  It
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners.  The Company did
not have other comprehensive income and accordingly total comprehensive loss and
net loss are equal.





Page
74




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)


3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




Future
Accounting Pronouncements




a)
            Goodwill
      and Intangible Assets (CICA Handbook Section
  3064)




In
February 2008, the CICA issued Section 3064, "Goodwill and Intangible Assets",
replacing Section 3062, "Goodwill and Other Intangible Assets", and Section
3450, "Research and Development Costs".   The new pronouncement
establishes standards for the recognition, measurement, presentation, and
disclosure of goodwill and intangible assets subsequent to its initial
recognition by profit-oriented enterprises.  Standards concerning
goodwill are unchanged from the standards included in the previous Section
3062.  This Section will be adopted in the fiscal year commencing
November 1, 2008.  The Company does not expect any impact from the
adoption of this new Section on its financial statements.




b)
            General
      Standards of Financial Statement Presentation (CICA Handbook Section
      1400)




In May
2007, the Accounting Standards Board (“AcSB”) amended Section 1400, General
Standards of Financial Statement Presentation, to change the guidance related to
management’s responsibility to assess the ability of the entity to continue as a
going concern.  Management is required to make an assessment of an
entity’s ability to continue as a going concern and should take into account all
available information about the future, which is at least, but is not limited
to, 12 months from the balance sheet date.  Disclosure is required of
material uncertainties related to events or conditions that may cast significant
doubt upon the entity’s ability to continue as a going concern.  These
amendments are effective for the Company commencing November 1,
2008.  These standards could impact disclosure provided by the
Company, but the Company does not expect the adoption of this guidance to have a
material impact on its financial position, results of operations or cash
flows.




c)
            Convergence
      With International Financial Reporting
Standards




In
February of 2008 the Canadian Accounting Standards Board confirmed that the use
of International Financial Reporting Standards (“IFRS”) will be required for
Canadian publicly accountable enterprises.  This will be effective for
the Company’s year-end beginning November 1, 2011.  The Company is
currently evaluating the impact of adopting IFRS on its consolidated financial
statements.




4.
            SHORT-TERM
      INVESTMENTS




Short-term
investments consist of a $90,000 (2007 - $120,000) guaranteed investment
certificate bearing interest at prime less 2.55% maturing September 4,
2009.  The investment is collateral for a $90,000 letter of credit
which has been issued by the Company for their leased premises.




Short-term
investments in 2007 also include marketable securities of $101,807 held in
trading accounts which are measured at fair value.  The marketable
securities are held as a result of the Company conducting trading to test their
software.  Any gains or losses from trading are recorded as research
and development costs in the statements of operations.





Page
75





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




5.
            RESTRICTED
      CASH




Restricted
cash consists of amounts advanced from a third party with which the Company
jointly conducts trading activities and is held in a trading account for the
purpose of trading securities to test the financial trading software that the
Company is developing.




6.
            PROPERTY
      AND EQUIPMENT




October
      31, 2008
                          
                          
                          October 31,
      2007Cost
                          
                          
                          Accumulated
                            Amortization
                          
                          
                          Net
      Book
                            Value
                          
                          
                          Cost
                          
                          
                          Accumulated
                            Amortization
                          
                          
                          Net
      Book
                            ValueComputer
      Equipment
                          
                          $
                          284,772
                          
                          
                          $
                          119,907
                          
                          
                          $
                          164,865
                          
                          
                          $
                          217,216
                          
                          
                          $
                          66,926
                          
                          
                          $
                          150,290Office
      Furniture
                          
                          
                          85,264
                          
                          
                          
                          15,607
                          
                          
                          
                          69,657
                          
                          
                          
                          11,580
                          
                          
                          
                          2,600
                          
                          
                          
                          8,980Leasehold
      Improvements
                          
                          
                          589,907
                          
                          
                          
                          81,791
                          
                          
                          
                          508,116
                          
                          
                          
                          ----
                          
                          
                          
                          ----
                          
                          
                          
                          ----$
                          959,943
                          
                          
                          $
                          217,305
                          
                          
                          $
                          742,638
                          
                          
                          $
                          228,796
                          
                          
                          $
                          69,526
                          
                          
                          $
                          159,270







7.
            LOANS
      AND ADVANCES




2008
                          
                          
                          2007Loan
      payable, is due to a Director who is also an officer of the
      Company.  The loan is non-interest bearing, unsecured and has no
      fixed terms of repayment
                          
                          $
                          ---
                          
                          
                          $
                          187,831Short-term
      loan, bearing interest at 13% per annum, is secured by a promissory note
      and due on demand.
                          
                          
                          ---
                          
                          
                          
                          100,000Private
      placement funds paid in advance of December 31, 2007
    closing.
                          
                          
                          ---
                          
                          
                          
                          63,000Advance
      from a third party, bears no interest, is secured by the short-term
      investments and restricted cash and is due February 19,
    2009
                          
                          
                          240,392
                          
                          
                          
                          ---Advance
      from a third party, bears no interest and is due on demand
                          
                          
                          328,455
                          
                          
                          
                          ---$
                          568,847
                          
                          
                          $
                          350,831


Page
76
  TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




8.
            RELATED
      PARTY TRANSACTIONS




Included
in the consolidated financial statements are the following related party
transactions not disclosed elsewhere:




2008
                  
                  
                  2007
                  
                  
                  2006Management
      and consulting fees
                  
                  $
                  184,500
                  
                  
                  $
                  167,806
                  
                  
                  $
                  69,000Research
      and development
                  
                  
                  258,182
                  
                  
                  
                  262,958
                  
                  
                  
                  540,194





Management
and consulting fees paid to an officer of the Company and a company controlled
by an officer are reflected in general and administrative expenses.





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





Due from
related parties include $28,754 receivable from a director who is also an
officer of the Company.  The amounts due from related parties are
unsecured, have no terms of repayment and bear no interest.





Due from
related parties also include $30,000 due from directors and officers of the
company relating to amounts owing from options exercised. The funds were
received on December 22, 2008.





Included
in accounts payable and accrued liabilities is $5,542 (2007 - $90,925) payable
to directors of the Company or companies controlled by directors or
officers.





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





Page
77





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL





Authorized
Share Capital:


Unlimited
number of common shares with no par value.


Unlimited
number of preferred shares


Preferred
shares may be issued in one or more series and the directors are authorized to
fix the number of shares in each series and determine the designation, rights,
privileges and conditions attached to the shares of each series.





Common
      Shares
                          
                          
                          WarrantsShares
                          
                          
                          Amount
                          
                          
                          Warrants
                          
                          
                          AmountBalance,
      November 30, 1993
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          1
                          
                          
                          
                          1
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Balance,
      October 31, 1994
                          
                          
                          1
                          
                          
                          
                          1
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          4,114,000
                          
                          
                          
                          1,314,900
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Warrants
      issued
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          125,000
                          
                          
                          
                          - -
      -Balance,
      October 31, 1995
                          
                          
                          4,114,001
                          
                          
                          
                          1,314,901
                          
                          
                          
                          125,000
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          4,302,000
                          
                          
                          
                          1,055,500
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Share
      issuance costs
                          
                          
                          - -
      -
                          
                          
                          
                          (141,089
                          )
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Balance,
      October 31, 1996
                          
                          
                          8,416,001
                          
                          
                          
                          2,229,312
                          
                          
                          
                          125,000
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          316,000
                          
                          
                          
                          442,400
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Warrants
      issued
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          158,000
                          
                          
                          
                          - -
      -Balance,
      October 31, 1997
                          
                          
                          8,732,001
                          
                          
                          
                          2,671,712
                          
                          
                          
                          283,000
                          
                          
                          
                          - -
      -Warrants
      exercised
                          
                          
                          125,000
                          
                          
                          
                          131,250
                          
                          
                          
                          (125,000
                          )
                          
                          
                          - -
      -Balance,
      October 31, 1998
                          
                          
                          8,857,001
                          
                          
                          
                          2,802,962
                          
                          
                          
                          158,000
                          
                          
                          
                          - -
      -Warrants
      forfeited
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          (158,000
                          )
                          
                          
                          - -
      -Balance,
      October 31, 1999
                          
                          
                          8,857,001
                          
                          
                          
                          2,802,962
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          275,965
                          
                          
                          
                          572,976
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Warrants
      issued
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          250,067
                          
                          
                          
                          - -
      -Balance,
      October 31, 2000
                          
                          
                          9,132,966
                          
                          
                          
                          3,375,938
                          
                          
                          
                          250,067
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          680,000
                          
                          
                          
                          340,000
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Warrants
      issued
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          680,000
                          
                          
                          
                          - -
      -Warrants
      expired
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          (250,067
                          )
                          
                          
                          - -
      -Balance,
      October 31, 2001
                          
                          
                          9,812,966
                          
                          
                          
                          3,715,938
                          
                          
                          
                          680,000
                          
                          
                          
                          - -
      -Issued
      for cash
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Balance,
      October 31, 2002
                          
                          
                          9,812,966
                          
                          
                          
                          3,715,938
                          
                          
                          
                          680,000
                          
                          
                          
                          - -
      -Warrants
      expired
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -
                          
                          
                          
                          (680,000
                          )
                          
                          
                          - -
      -Balance,
      October 31, 2003
                          
                          
                          9,812,966
                          
                          
                          
                          3,715,938
                          
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -Private
      placements
                          
                          
                          3,211,999
                          
                          
                          
                          242,456
                          
                          
                          
                          3,211,999
                          
                          
                          
                          116,544Share
      issuance costs
                          
                          
                          - -
      -
                          
                          
                          
                          (9,800
                          )
                          
                          
                          - -
      -
                          
                          
                          
                          - -
      -




Page
78





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL (continued)




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




Page
79




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL (continued)




a)
            Share
      Capital




2008




In
December 2007, the Company closed a non-brokered private placement of units
(”Units”), which raised gross proceeds of $1,214,494. The Company issued
3,036,234 Units at $0.40 Canadian per Unit. Each Unit consists of one (1) common
share in the capital of Titan and one-half (1⁄2) of one common share purchase
warrant (a “Warrant”).  Of the gross proceeds, $941,800 and $272,694
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 $nil, expected
volatility of 137%, risk free rate of 3.70% and expected life of 2
years.  Each whole Warrant will entitle the holder thereof to purchase
one common share for a price of $0.60 Canadian and will expire December 7, 2009.
The securities issued under the private placement are subject to a four-month
hold period.  Insiders participated in the private placement for total
gross proceeds of $363,428.40. The issue costs relating to this placement
totaled  $30,536.




On March
6, 2008, the Company closed a fully-subscribed non-brokered private placement of
units (“Units”), which raised gross proceeds of $510,000.  The Company
issued 2,000,000 Units at a price of $0.255 Canadian per unit. Each unit
consists of one (1) common share in the capital of the Company and one-half (1⁄2)
of one common share purchase warrant.  Of the gross proceeds, $380,014
and $129,986 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 $nil,
expected volatility of 139%, risk free rate of 2.52% and expected life of 2
years.  Each whole warrant entitles the holder thereof to purchase one
common share for a price of $0.35 Canadian and will expire March 6,
2010.  The securities issued under the private placement are subject
to a four-month hold period.  Insiders participated in the private
placement for total gross proceeds of $132,330.  The issue costs
related to this private placement totaled $6,200.




On July
29, 2008, the Company closed a fully-subscribed non-brokered private placement
of units (“Units”), which raised gross proceeds of $610,500.  The
Company issued 2,035,000 Units at a price of $0.30 Canadian per unit. Each unit
consists of one (1) common share in the capital of the Company and one-half (1⁄2)
of one common share purchase warrant.  Of the gross proceeds, $465,765
and $144,735 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 $nil,
expected volatility of 131%, risk free rate of 3.05% and expected life of 2
years.    Each whole warrant entitles the holder thereof to
purchase one common share for a price of $0.40 Canadian and will expire July 29,
2010.  The securities issued under the private placement are subject
to a four-month hold period.  Insiders participated in the private
placement for total gross proceeds of $90,000.  The issue costs
related to this private placement totaled $18,868.





Page
80




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)





9.
            SHARE
      CAPITAL (continued)




On August
19, 2008, the Company closed a fully-subscribed non-brokered private placement
of units (“Units”), which raised gross proceeds of $750,000.  The
Company issued 2,500,000 Units at a price of $0.30 Canadian per unit. Each unit
consists of one (1) common share in the capital of the Company and one common
share purchase warrant.  Of the gross proceeds, $455,560 and $294,440
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 $nil, expected
volatility of 131%, risk free rate of 2.74% and expected life of 2
years.    Each whole warrant entitles the holder thereof to
purchase one common share for a price of $0.40 Canadian and will expire August
19, 2010.  The securities issued under the private placement are
subject to a four-month hold period.  Insiders participated in the
private placement for total gross proceeds of $600,000.  The issue
costs related to this private placement totaled $42,072.




During
the year, the Company modified the exercise price of the 1,392,626 common share
purchase warrants issued on December 12, 2006.  The warrants have been
re-priced from $0.50 to $0.38 representing the current 10 day weighted average
trading price of the common shares.  All other terms of the warrants
remain the same.  The warrants expire on December 12,
2008.  The increase in fair value of $37,664 as a result of the
modification has been re-allocated to the warrants.




During
the year, the Company modified the terms of a software transfer agreement
entered into in 2006.  In 2006, the Company signed an agreement with
two directors of the Company to issue 4,500,000 common shares and 2,000,000
common share purchase warrants.  The 4,500,000 common shares to be
issued was contingent on the Company achieving certain milestones by May 31,
2007 as follows:




a)
            upon
      the Company achieving $400,000 of cumulative gross revenue, 1/3 of the
      common shares (1,500,000 common shares) would have been eligible to be
      issued;


b)
            upon
      the Company achieving $800,000 of cumulative gross revenue, an additional
      1/3 of the common shares (1,500,000 common shares) would have been
      eligible to be issued; and


c)
            upon
      the Company achieving $1.2 million of cumulative gross revenue, an
      additional 1/3 of the common shares (1,500,000 common shares) would have
      been eligible to be issued.




A total
of 1,000,000 purchase warrants issued were exercisable at $0.50 per share for a
six month period commencing June 1, 2007, provided the Company achieved at least
$1.2 million of gross revenue for the period June 1, 2006 to May 31,
2007.  The remaining 1,000,000 purchase warrants are exercisable at a
price of $1.00 per share for a six month period commencing June 1, 2008
provided  the Company achieves gross revenue of $1.8 million for the
period June 1, 2007 to May 31, 2008.  Effective October 2, 2008, the
agreement has been amended as follows:




§
            The
      total number of common shares and the amount of the cumulative gross
      revenue milestones will not change however the common shares will only be
      issued upon the Company achieving the milestones by May 31, 2009 and any
      common shares not earned by May 31, 2009 will not be eligible for
      issuance.




Page
81




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL (continued)




§
            The
      total number of performance warrants and the amount of the gross revenue
      milestones will not change however the performance warrants will be
      exercisable upon the Company achieving the gross revenue milestones for
      the one year period ended May 31, 2009.  The exercise prices
      will remain the same however the exercise period for the first and second
      tranche will be the six month period commencing June 1,
    2009.




The fair
value of the common shares and warrants and the increase 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 which have not been met.




During
2008, a total of 335,000 options and 1,494,412 warrants were
exercised.




2007




In
December 2006, the Company closed a non-brokered private placement of units
(“Units”), which raised gross proceeds of $1,158,965.  The Company
issued 3,311,299 Units at $0.35 Canadian per Unit.  Each Unit
consisted of one common share and one-half of one common share purchase warrant
(a “Warrant”). The Warrants issued were 1,655,632.  The difference of
17.5 fewer warrants issued is a rounding factor attributed to shareholders
proceeds being short of the actual value of shares purchased.  Of the
gross proceeds, $957,552 and $201,413 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 $nil, expected volatility of 107%,
risk free rate of 3.97% and expected life of 2 years.  The Warrants
are exercisable at a price of $0.50 Canadian and will expire December 12,
2008.  The securities issued under the private placement are subject
to a four-month hold period.  The Company revised the amount of
finder’s fees and paid $75,329 to arm’s length parties in connection with the
placement.  Insiders participated in the private placement for total
gross proceeds of $300,000. The issue costs relating to this placement totaled
$99,914.  Share issuance costs also include $9,710 relating to the
exercise of warrants and stock options.




In
February 2007, the Company issued shares for services to three consultants for
their participation in the development, sales and marketing of retail-market
software products.  Titan entered into consulting arrangements with
the consultants in exchange for 300,000 common shares, in the aggregate, in the
capital of Titan at a deemed price of $0.83.




During
2007, a total of 377,500 options and 3,010,403 warrants were
exercised.




Escrowed
Shares




As at
October 31, 2008, there were no common shares held in escrow (2007 - 300,000
common shares held in escrow).  The 300,000 shares in escrow were
released in April 2008.





Page
82




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(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
fifth anniversary of the date of grant.  All rights to purchase shares
pursuant to the plan terminate:  (i) within 90 days of the 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
fiscal year ending October 31, 2008 the Company issued the following stock
options to directors, officers and consultants of the Company:





Date
                      #
      Stock Options
                      Exercise
      Price
                      Expiry
      DateJanuary
      28, 2008
                      1,600,000
                      $0.37
                      January
      28, 2013February
      4, 2008
                      220,000
                      $0.50
                      February
      4, 2013June
      24, 2008
                      50,000
                      $0.34
                      June
      24, 2013July
      8, 2008
                      150,000
                      $0.34
                      July
      8, 2013August
      12, 2008
                      900,000
                      $0.30
                      August
      12, 2013August
      15, 2008
                      540,000
                      $0.36
                      August
      15,
2013





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





Year
                          
                          2008
                          
                          
                          2007Number
      of options
                          
                          
                          Weighted-Average
      Exercise Price
                          
                          
                          Number
      of options
                          
                          
                          Weighted-Average
      Exercise PriceOutstanding
      at beginning of period
                          
                          
                          5,400,593
                          
                          
                          $
                          0.25
                          
                          
                          
                          3,623,093
                          
                          
                          $
                          0.17Granted
                          
                          
                          3,460,000
                          
                          
                          $
                          0.36
                          
                          
                          
                          2,155,000
                          
                          
                          $
                          0.35Exercised
                          
                          
                          (335,000
                          )
                          
                          $
                          0.10
                          
                          
                          
                          (377,500
                          )
                          
                          $
                          0.15Forfeited
      or expired
                          
                          
                          (715,000
                          )
                          
                          $
                          0.29
                          
                          
                          
                          ---
                          
                          
                          
                          ---Outstanding
      at end of period
                          
                          
                          7,810,593
                          
                          
                          $
                          0.29
                          
                          
                          
                          5,400,593
                          
                          
                          $
                          0.25Exercisable
      at end of period
                          
                          
                          5,708,093
                          
                          
                          $
                          0.27
                          
                          
                          
                          4,150,593
                          
                          
                          $
                          0.19




Page
83





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL (continued)





The
following table summarizes information on stock options outstanding and
exercisable at October 31, 2008:





Exercise
      Price
                      Number
                        Outstanding
                      Number
                        Exercisable
                      Weighted
      Average Remaining Contractual Life (years)$
      0.10
                      1,100,000
                      1,100,000
                      0.20.16
                      470,593
                      470,593
                      1.30.25
                      680,000
                      680,000
                      1.30.32
                      360,000
                      360,000
                      2.70.30
                      1,780,000
                      1,780,000
                      3.20.69
                      200,000
                      150,000
                      3.70.50
                      110,000
                      82,500
                      3.80.37
                      1,250,000
                      625,000
                      4.30.50
                      220,000
                      110,000
                      4.30.34
                      50,000
                      12,500
                      4.70.34
                      150,000
                      37,500
                      4.70.30
                      900,000
                      300,000
                      4.80.36
                      540,000
                      0
                      4.87,810,593
                      5,708,093





The
Company uses the Black-Scholes option-pricing model to value the options at each
grant date under the following weighted-average assumptions:





2008
                      
                      
                      2007
                      
                      
                      2006Weighted
      average grant date fair value per share option
                      
                      
                      0.33
                      
                      
                      
                      0.33
                      
                      
                      
                      0.32Expected
      dividend rate
                      
                      
                      0
                      %
                      
                      
                      0
                      %
                      
                      
                      0
                      %Expected
      volatility
                      
                      
                      123
                      %
                      
                      
                      142
                      %
                      
                      
                      138
                      %Risk-free
      interest rate
                      
                      
                      3.32
                      %
                      
                      
                      3.95
                      %
                      
                      
                      3.75
                      %Expected
      life of options in years
                      
                      5
      yrs.
                      
                      
                      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.





Page
84




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




9.
            SHARE
      CAPITAL (continued)




Warrants




The
following table summarizes information on warrants outstanding at October 31,
2008:




Exercise
      Prices
                                    
                                    Number
      Outstanding
                                    
                                    Expiry
      Date$0.38
                                    
                                    
                                    1,392,626
                                    
                                    December
      12, 2008$0.50
                                    
                                    
                                    263,006
                                    
                                    December
      12, 2008$0.60
                                    
                                    
                                    1,518,117
                                    
                                    December
      7, 2009$0.50
                                    
                                    
                                    2,000,000
                                    
                                    November
      30, 2009$0.35
                                    
                                    
                                    1,000,000
                                    
                                    March
      6, 2010$0.40
                                    
                                    
                                    1,017,500
                                    
                                    July
      29, 2010$0.40
                                    
                                    
                                    2,500,000
                                    
                                    August
      19, 20109,691,249




CONTRIBUTED
SURPLUS




2008
                  
                  
                  2007(Restated
      - see Note 2)Balance,
      beginning of year
                  
                  $
                  544,682
                  
                  
                  $
                  338,572Stock
      based compensation
                  
                  
                  548,342
                  
                  
                  
                  217,819Expired
      and forfeited warrants
                  
                  
                  200,550
                  
                  
                  
                  11,633Exercise
      of stock options
                  
                  
                  (14,405
                  )
                  
                  
                  (23,342
                  )Balance,
      end of year
                  
                  $
                  1,279,169
                  
                  
                  $
                  544,682





10.
            FUTURE
      INCOME TAXES




Income
tax expense differs from the amounts computed by applying the combined income
tax rates of 29.74% (2007- 32.12%) to loss before income taxes.  The
differences are as follows:




2008
                    
                    
                    2007(Restated
      - see Note 2)Computed
      tax recovery
                    
                    $
                    (914,798
                    )
                    
                    $
                    (828,580
                    )Deductible
      share issuance costs
                    
                    
                    (25,083
                    )
                    
                    
                    (7,042
                    )Foreign
      rate differential
                    
                    
                    (35,139
                    )
                    
                    
                    (9,174
                    )Non-deductible
      expenses
                    
                    
                    206,294
                    
                    
                    
                    75,094Unrecognized
      losses
                    
                    
                    768,726
                    
                    
                    
                    769,702$
                    -
                    
                    
                    $
                    -




Page
85




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)







10.
            FUTURE
      INCOME TAXES (continued)




The tax
effect of significant temporary differences is as follows:




2008
                  
                  
                  2007(Restated
      - see Note 2)Operating
      loss carry-forwards
                  
                  $
                  2,819,387
                  
                  
                  $
                  2,871,947Other
      temporary differences
                  
                  
                  87,947
                  
                  
                  
                  57,206Future
      income tax assets before valuation allowance
                  
                  
                  2,907,334
                  
                  
                  
                  2,929,153Valuation
      allowance
                  
                  
                  (2,907,334
                  )
                  
                  
                  (2,929,153
                  )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.





The
financial statements do not reflect the potential tax reductions which may be
available through the application of losses of approximately $10,778,041 carried
forward against future years' earnings otherwise subject to income
taxes.





The
losses expire as follows:





Loss
      carryforwards in the
                        United
      States
                      
                      
                      Loss
      carryforwards
                        in
      Canada
                      
                      
                      Total2009
                      
                      
                      
                      
                      
                      447,548
                      
                      
                      
                      447,5482010
                      
                      
                      
                      
                      
                      185,347
                      
                      
                      
                      185,3472014
                      
                      
                      
                      
                      
                      458,893
                      
                      
                      
                      458,8932015
                      
                      
                      
                      
                      
                      1,362,971
                      
                      
                      
                      1,362,9712026
                      
                      
                      173,617
                      
                      
                      
                      3,335,533
                      
                      
                      
                      3,509,1502027
                      
                      
                      318,554
                      
                      
                      
                      2,028,924
                      
                      
                      
                      2,347,4782028
                      
                      
                      668,114
                      
                      
                      
                      1,798,540
                      
                      
                      
                      2,466,654Total
                      
                      
                      1,160,285
                      
                      
                      
                      9,617,756
                      
                      
                      
                      10,778,041


Page
86





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




11.
            COMMITMENTS




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




Year
                  
                  Total2009
                  
                  $
                  89,0102010
                  
                  $
                  78,7682011
                  
                  $
                  78,7682012
                  
                  $
                  78,768


b)
            Effective
      May 1, 2006, the Company signed consulting agreements with two
      consultants.  The consultants are to be paid $2,000 per month
      for their consulting services until termination of the agreement which is
      21 days after notice of termination is provided by either
      party.  Each consultant will also be issued 100,000 common
      shares which will be subject to a four-month hold period on issuance of
      the shares.




c)
            Effective
      June 1, 2006, the Company signed a consulting agreement with a consultant
      for development, sales and marketing of the software.  The
      consultant is to be paid $2,000 per month for his consulting services
      until termination of the agreement which is 21 days after notice of
      termination is provided by either party.  The consultant will
      also be issued 100,000 common shares which will be subject to a four-month
      hold period on issuance of the
shares.




d)
            The
      Company has consulting agreements with two directors of the Company for
      $10,000 per month each to maintain, support and improve the software, as
      well as, to provide general software programming and consulting
      services.  The agreement remains in effect until May 31,
      2009.




e)
            The
      Company has signed a one-year contract with a consultant to conduct
      investor relations starting from September 1, 2008 for a monthly fee of
      $7,000 plus approved expenses.  Titan has the right to terminate
      the agreement at any time after February 28, 2009, by providing the
      consultant a 30-day written notice.




f)
            The
      Company has a consulting agreement commencing August 1, 2008 and expiring
      July 31, 2009 for financing services, public relations services, investor
      relations services, shareholder relations services and market
      maintenance.  The agreement is subject to acceptance by the TSX
      Venture Exchange.  As compensation, the Company will pay the
      consultant 900,000 stock options at a price of $0.30 per share and will
      vest over eighteen months.




g)
            Commencing
      February 25, 2008, the Company has entered into an agreement with a third
      party.  The agreement required a capital contribution of
      $300,000 US from the third party and $20,000 US from the
      Company.  The capital was to be used for trading with any
      profits from trading to be allocated 65% to the Company and 35% to the
      third party.  The maximum loss is limited to $20,000 US for the
      Company and $30,000 US for the third party.  The agreement
      terminated on May 24, 2008.  The capital to be repaid to the
      third party as at October 31, 2008 is $328,455
  CDN.




Page
87




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




11.
            COMMITMENTS
      (continued)




h)
            Commencing
      February 19, 2008, the Company has entered into an agreement with a third
      party.  The agreement required a capital contribution of
      $200,000 US from the third party.  The capital was to be used
      for trading with any profits from trading to be allocated 50% each to the
      Company and the third party.  The maximum loss for the third
      party is limited to $30,000 US.  The agreement terminates on
      February 19, 2009.  The capital to be repaid to the third party
      as at October 31, 2008 is $240,392
CDN.




12.
            FINANCIAL
      INSTRUMENTS




Financial
risk management




The
Company’s activities are exposed to a variety of financial risks: price risk,
interest rate risk, credit 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.




Fair
Value




The
Company's financial instruments consist of cash and cash equivalents, short-term
investments, due from related parties, restricted cash, accounts payable and
accrued liabilities and loans and advances.  The fair values of these
financial instruments approximate their carrying value due to their short-term
nature.  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.




Credit
Risk




The
Company is exposed to credit risk in its cash and cash equivalents, short-term
investments, due from related parties 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 and cash
equivalent, short-term investments and restricted cash by only dealing with
credit worthy financial institutions.  The credit risk associated with
the amounts due from related parties is also mitigated as credit is only granted
to directors and officers of the Company who historically settle the amounts in
a timely manner.




Foreign
Currency Risk




The
Company is exposed to currency risk as a result of its operations in the United
States.  A significant change in the currency exchange rate between
the Canadian dollar relative to the US dollar could have a material effect on
the Company’s results of operations, financial position or cash
flows.  The Company does not use derivative financial instruments to
reduce its exposure to fluctuations in foreign exchange rates.  As at
October 31, 2008 the Company is exposed to currency risk through its cash,
short-term investments, restricted cash and loans and advances denominated in US
dollars.  As at October 31, 2008, US denominated cash, short-term
investment, restricted cash and loans and advances amounted to US$111,422,
$7,465, $197,610 and $467,610 respectively.  Based on the balances at
October 31, 2008, net loss will increase or decrease approximately $4,000 given
a 10% increase or decrease respectively, in the foreign exchange
rate.





Page
88




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)


12.
            FINANCIAL
      INSTRUMENTS (continued)




Interest
Rate Risk




The
Company is susceptible to interest rate price risk on its fixed interest
loans.  The Company closely monitors its fixed rate debt instruments
to ensure interest rates are in line with market rates.




Financial
Market risk




The
Company’s exposure to financial market risk is limited since there are no
significant financial instruments including hedges on currencies or commodities
which will fluctuate as a result of changes in market prices.




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.




13.
            SEGMENTED
      INFORMATION




The
Company did not generate any revenues in the current year. All of the Company’s
property and equipment is located in Canada and the United States.




14.
            SUBSEQUENT
      EVENTS




a)
            In
      November 2008, Titan Trading Analytics Inc. announced that, subject to
      regulatory approval, the Company intends to grant 525,000 stock options,
      in the aggregate, to directors, officers, employees and consultants of the
      Company.  The options will have an exercise price of $0.36, with
      vesting over an eighteen-month period and a five year term to
      expiry.




b)
            On
      January 8, 2009, Avidus Trading LLC (Avidus), a broker which the Company
      has been using for trading of securities, filed a bankruptcy petition with
      the Southern District of Florida U.S. Bankruptcy Court.  As at
      October 31, 2008, the Company had $386,962 of short-term investments held
      with Avidus.  The Company is uncertain whether the investments
      can be recovered and has recorded a write down of the short-term
      investments for an amount of $350,467 with the remaining $36,495 ($30,000
      US) being used to reduce the advance from a third party (Note
      7).




15.
            LOSS
      PER COMMON SHARE




Loss per
common share is calculated using the weighted-average number of common shares
outstanding during the period, which was 44,032,360 (2007 - 35,838,813; 2006 –
27,306,799).  The inclusion of the Company’s stock options and share
purchase warrants in the computation of diluted loss per common share would have
an anti-dilutive effect and is therefore excluded from the
computation.  Consequently, diluted loss per common share is not
disclosed.





Page
89




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




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 cash and cash equivalents, short-term
investments and the components of shareholders’ equity.





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





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





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





The
Company is not subject to any externally imposed capital
requirements.




17.
            RECONCILIATION
      TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
      STATES




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




Research
and development




Under
U.S. GAAP, all development costs are expensed as incurred.  Under
Canadian GAAP, development costs that meet generally accepted criteria for
deferral are capitalized and amortized.  The Company has not deferred
any development costs.




Impact
of Recently Adopted Accounting Standards




In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes”.
This standard prescribes a recognition and measurement model for tax positions
taken or expected to be taken in a tax return, and provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. This standard was adopted effective November
1, 2007, and it was determined that there was no effect to the
Company.





Page
90




TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




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




Stock-Based
Compensation





Under
U.S. 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 two
conditions under U.S. 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.  The Company failed to
identify the above difference in the measurement dates available under U.S. GAAP
versus Canadian GAAP.  As a result, in fiscal 2007, there is a $54,000
difference in the stock-based compensation recorded for the 300,000 common
shares issued to consultants for their services rendered.  The impact
of this difference is as follows:





2007(Restated
      - see Note 2)Net
      loss and comprehensive loss under Canadian GAAP
                    
                    $
                    (2,579,638
                    )Stock-based
      compensation
                    
                    
                    54,000Net
      loss and comprehensive loss under U.S. GAAP
                    
                    $
                    (2,525,638
                    )Basic
      loss per share
                    
                    $
                    0.07Diluted
      loss per share
                    
                    $
                    0.07





New
Accounting Standards





Under
Staff Accounting Bulletin 74, the Company is required to disclose certain
information related to new US GAAP standards that have not yet been adopted due
to delayed effective dates.





SFAS
157




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
157”).  SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures regarding fair value
measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements.  SFAS 157 is effective for the
Company’s fiscal year beginning November 1, 2008.  The Company is
currently evaluating the impact SFAS 157 will have on its consolidated financial
statements.





Page
91





TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Notes
to Consolidated Financial Statements


Years
ended October 31, 2008 and 2007


(expressed
in Canadian dollars)




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




SFAS
159




In
February 2007, the FASB issued SFAS No 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits an entity to choose to measure
many financial instruments and certain other items at fair value.  The
Statement would be effective for the Company’s fiscal years beginning November
1, 2008.  The company is assessing the impact this statement will have
on its consolidated financial statements.




SFAS
162




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“the Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles”.  The adoption of this statement is not expected to have a
material effect on the Company’s consolidated financial statements.





Page
92





ITEM
      18:
            FINANCIAL STATEMENTS




See “Item
17 – Financial Statements”




ITEM
      19:
            EXHIBITS




Exhibit No.
                                      
                                      Description1.1*
                                      
                                      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 Act4.1*
                                      
                                      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
      LLC4.3**
                                      
                                      Letter Agreement dated June 3, 2003 between Dr.
      Powell, Mr. Kreilein and Mr. Carrozza4.4*****
                                      
                                      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 Gossland8.1****
                                      
                                      List of Subsidiaries12.1
                                      
                                      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
      193413.1
                                      
                                      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, 2009By:
                      /s/
      Dr. Kenneth W. PowellDr.
      Kenneth W. Powell, President, Chief Executive Officer and Acting Chief
      Financial
Officer





Page
93




EXHIBIT INDEX




Exhibit No.
                                      
                                      Description1.1*
                                      
                                      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 Act4.1*
                                      
                                      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
      LLC4.3**
                                      
                                      Letter Agreement dated June 3, 2003 between Dr.
      Powell, Mr. Kreilein and Mr. Carrozza4.4*****
                                      
                                      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 Gossland8.1****
                                      
                                      List of Subsidiaries12.1
                                      
                                      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
      193413.1
                                      
                                      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.






94