AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                  ON MAY 10TH, 2002


            SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

                        FORM 20-F

                      ANNUAL REPORT

[  ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
        (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, 2001.

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

                   INAPPLICABLE
----------------------------------------------------------
(Translation of Registrant's name into English)

        PROVINCE OF BRITISH COLUMBIA, CANADA
----------------------------------------------------------
(Jurisdiction of incorporation or organization)

201 SELBY STREET, NANAIMO, BRITISH COLUMBIA, CANADA V9R 2R2
-----------------------------------------------------------
(Address of principal executive offices)
Securities registered or to be registered pursuant to
Section 12(b) of the
Act.

                                Name of each exchange
   Title of each class          on which registered
   -------------------         -----------------------
         NONE

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
-------------------------------------------------------
Indicate the number of outstanding shares of each of the
registrant's classes of capital or common stock as of the
close of the period covered by the annual report.

COMMON SHARES WITHOUT PAR VALUE:   9,812,966 as of
March 31, 2002
--------------------------------------------------------

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 which financial statement item the
registrant has elected to follow.

Item 17  X     Item 18 __

Except as otherwise noted, all dollar amounts are presented
in Canadian dollars.

Exchange Rates: As at October 31, 2001 the median bidding
exchange rate of Canadian dollars into United States dollars
was $1.5852 Canadian to $1.00 US.

-----------------------------------------------------------
TABLE OF CONTENTS
-----------------------------------------------------------

Part I                                             Page No.
-------                                            --------
Item 1.  Description of Business.......................4
Item 2.  Description of Property.......................19
Item 3.  Legal Proceedings.............................20
Item 4.  Control of Titan..............................21
Item 5.  Nature of Trading Market......................21
Item 6.  Exchange Controls and Other Limitations
           Affecting Securities Holders................22
Item 7.  Taxation......................................23
Item 8.  Selected Financial Data.......................25
Item 9.  Management's Discussion and Analysis
          of Financial Condition and Results
          of Operations................................27
Item 10. Directors and Officers of Titan...............36
Item 11. Compensation of Directors and Officers........38
Item 12. Options to Purchase Securities from Titan ....39
Item 13. Interest of Management in Certain
           Transactions................................44
Part II
-------
Item 14. Description of Securities to be
           Registered..................................47
Part III
--------
Item 15.   Defaults Upon Senior
Securities.............................................51
Item 16. Changes in Securities and
          Changes in Security for
          Registered Securities........................51
Part IV
-------
Item 17.   Financial Statements........................51
Item 18.   Financial Statements........................64
Item 19.   Exhibits....................................64
           Signature Page..............................64



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This FORM 20-F and related disclosure contains forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should",
"could", "expects", "plans", "intends", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue"
or the negative of such terms and other comparable terminology.
Our forward-looking statements include, without limitation,
statements about our market opportunity, our strategies,
competition,
expected activities and expenditures as we pursue our business
plan, and the adequacy of our available cash resources. Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. The information
set forth under the headings "Description of Business" and
"Management's Discussion and Analysis of Financial Condition
and Results of Operations", identify important additional
factors that could materially adversely affect our actual
results and performance. All forward-looking statements
attributable to us are expressly qualified in their entirety
by the foregoing cautionary statement. Moreover, neither we
nor anyone else assumes responsibility for the accuracy and
completeness of such statements. We undertake no obligation
to publicly update any forward-looking statements for
any reason, even if new information becomes available or other
events occur
in the future.




PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Titan is a financial software developer and an online publisher
 of neural network based stock market timing and trading
analytics
software. We have yet to establish a profitable software or
online
publishing business and have remained in a research and
development stage since May 1994. During 2000 and 2001 we began
to focus entirely on the development of an online version of
our proven stock market trading analytics and charting software
solution initially developed to run TradeStation version 4.0.
TradeStation is an off the shelf Windows based commercial trading
strategy testing and charting program originally developed by
Omega Research Inc.

Our new online software incorporates features and components of
our proprietary trading indicators, real time charting analytics,
published market commentary, stock screening software and has
built-in instant messaging features. The online trading software
helps identify and time stock trade entries and exits. Our neural
network pattern recognition position trading software technology
was developed in 1996 and has been proven in use through real
time publications to accurately classify short-term stock market
trends and near term stock market risk.

Similar well-established neural network software technology from
HNC Software Inc. (Nasdaq:HNCS) is used by the worldwide banking
industry to monitor and detect credit card fraud in real time
on over 300 million credit cards.

We have published neural network based stock market timing
commentaries on the Internet for the last four years. We believe
we have already established with our online subscribers, the
profitability and validity of our stock market timing methods.
Our challenge remains to become profitable exploiting our neural
network and charting analytics stock market trading technology.

We plan to commercially exploit our proprietary trading software
technology in two ways:

1.   by eventually establishing a profitable trading operation
and money management business using our trading technology.

2.   by marketing and licensing software and our monthly
publication
for professional and private stock traders.

The target market for our business includes an estimated 16
million online stock traders. It also includes potential
institutional and investors seeking better than average
investment and trading returns in their stock portfolios.

We presently have $150,000 in cash on hand. We need to raise
additional financial resources by way of the issuance of
private placements in order to continue to develop and exploit
our technology as planned.

Titan is a reporting issuer in Canada and the United States.
Our common shares are listed for trading in the United States
on the OTC Bulletin Board and in Canada on the Canadian
Venture Exchange. As at October 31st 2001, we have raised
CDN$3,715,938 in equity capital and made expenditures of
approximately CDN$3,174,000 developing our business and trading
software technology.

We recently completed development of a new online stock chart
technical analysis application for short-term technical decision
support in the trading of big cap North American stocks. In
November 2000, we made sales of three annual licenses to two
stockbrokers and a private trader at a $6,000 annual license
fee each following use of the prototype software. Efforts since
that date have been directed at developing a simpler, more cost
effective online version that we can license, publish and use.

A simpler online version is late stages of integration with a
new lower cost more flexible stock market data feed. Our plan
is to market this online version by monthly subscription and
license to private and professional
traders.

Negotiations for the supply of stock market data have been
made difficult by new low cost competition and new cost
implications and potential changes in the provision of data
by ECN's such as Island. We are still working to complete the
technical interfaces necessary to maintain a reliable, scalable
monthly subscription based business model. This work was expected
to be complete during May 2001, but further delays were
experienced.

We are still finalizing development of the online version of
our big cap stock trading application. This online service
provides custom trading indicators and a chart based method
of identifying "high probability" short-term stock trades.
It incorporates stock screening and hot sector analysis on
US stocks. It does not involve any kind of trade execution
capability, nor does it involve the provision of any kind of
financial advice. It provides real-time and end-of-day
technical stock chart analytics and all trading decisions are
those of the user. The initial beta use the online version
by users has been profitable in actual use and announcements
in that respect should be possible after April 30th tax filing
deadline in Canada.

The new online version of the product will be licensed for
prices ranging between US$19 and US$259 per month, depending
on the features selected.

Our present existing share structure January 31st, 2002,
is as follows:

Issued share capital               9,812,966 common shares
Reserved for future issuance       2,195,000 common shares
Fully diluted                     12,007,966 common shares

Included in the issued shares are 3,000,000 shares, which are
beneficially owned by management, which are presently in escrow
and subject to release under the rules of the Canadian Venture
Exchange (CDNX) before they can be traded. The shares are
controlled by TTN Escrow Capital Corp; a private British Columbia
company owned 2/3 by Michael Paauwe and 1/3 by Michael Gossland.

Titan is managed by computer technology entrepreneur Michael
Paauwe, president, age 51, an honors graduate of the British
Columbia Institute of Technology in financial management
(finance) and a 1980 graduate Certified General Accountant (CGA)
who retired from CGA membership in 1998. Michael Gossland is the
vice president and secretary, age 48. Gossland has a Master of
Science degree in Physics and is a registered Professional
Engineer.  John Austin is the general manager, age 52, with a
Bachelor of Business Administration degree. Jennifer Gee is the
chief financial officer. Ms. Gee has 16 years experience in the
financial administration of public companies.

We have published a stock market commentary on its website
located at www.titantrading.com for over four years. We have
established and archived a large record of published stock market
timing calls, based on our neural network stock market trading
indicators.

The company has developed a suite of trading software, including
a proprietary timing model of the US stock market, based on
neural networks. It was developed for use by stock index traders,
and typically trades recurring stock market patterns that last
between 2 and 15 days duration. We also publish a big picture
longer-term stock market analysis in published commentaries.

Marketing and sales strategy:

Titan's business strategy is to market the new online trading and
charting analytic platform directly to North America stockbrokers
and active traders. We later plan to market it as a wholesale
content provider to other financial institutions and websites.
Initially, sales will be conducted by direct selling, offering
brokerage firms corporate packages based on per trader monthly
licenses to the online trading analytics. The selling proposition
is that the service improves trading results for clients and in-
house traders.

The online system can be activated by the issuance of a temporary
password over the telephone. An Internet connection and standard
web browser is required to access the application. No data feeds
are required, no software download is required and no training is
required to get started with evaluation. Advanced simulator
training at Titan's facilities is also available for professional
traders and private subscribers. The company also plans to
exploit its trading software technology under license to third
parties.

HISTORY OF BUSINESS DEVELOPMENT

Titan was incorporated by registration of its Memorandum and
Articles under the Company Act of the Province of British
Columbia, Canada on November 30, 1993 under the name "KBK No. 24
Ventures Ltd." The Company changed its name to "Titan Trading
Analytics Inc.," by filing of an amendment to its Articles on
November 14, 1994.  Titan's principal business office is 3473
Ellis Place, Nanaimo, British Columbia, and its registered and
records office is located at 30 Front Street, Nanaimo, British
Columbia.

Up to the period ended March 31st, 2001 Titan raised a total of
$3,715,938 in share capital through the sale of its Common
Shares.

On November 23, 1994, Titan incorporated Titan Trading Corp.
("TTC") under the Company Act of the Province of British
Columbia, Canada, as its wholly owned subsidiary. TTC was
originally incorporated with a view to eventually forming a
separate trading business, but to date has conducted no business.
TTC has no income, expenses, assets or liabilities and is
presently an inactive subsidiary.

EMPLOYEES

The following is a brief description of the Titan's non-officer
employees:

John Austin is General Manager and has been a full time employee
of Titan since November 1995.  As of December 1, 2000 Mr. Austin
was appointed to the Board of Directors. Since graduating with a
degree in Business Administration from Utah State University in
1972, Mr. Austin has held a number of marketing, service and
sales management positions, including marketing manager for
Teranet IA Inc.(TNT) between 1987 and 1991, where he was involved
in the research and development of trading software. Between 1992
and 1994 he was engaged in the establishment, development and
sale of several private businesses. Mr. Austin manages the
development of Titan's stock screening technology, is designated
chief stock trader and provides technical support of all online
subscription services.

Jennifer Gee is the Chief Financial Officer of Titan. Ms. Gee has
16 years experience administering financial reporting in a public
company environment.

Until recently Titan's President Michael Paauwe and Vice
President and Secretary, Michael Gossland have been remunerated
as independent contractors. Both these officers work equivalent
full time hours.

For information regarding Titan's officers and directors, see
Item 10.

2002 FISCAL PERIOD OPERATIONAL PLAN

Any plan of expenditures is subject to the completion of a new
private placement of Titan's securities, as cash working capital
is presently approximately $150,000. The company's ability to
carry on as a going concern depends on new financing in the
current fiscal year. This situation has been made more difficult
since the events of September 11th and by the current bear
market in stocks. There is no assurance that the company will be
able to complete any new financing. However we plan to issue
1,000,000 new shares at $.25 per share in the quarter ended July
31st, 2002.

If the capital plans of the Company are fully realized during the
next twelve months, expenditure levels could vary significantly
from those set out above.

PRINCIPAL PRODUCTS AND SERVICES

The main focus of the present business plan is to test, develop,
publish and market the paid monthly subscription service as noted
above.

The accuracy of Titan's stock market indicators has not been
independently verified. Rather is based on Titan's own in-house
computer testing on historical and real time data and a large
body of published and archived real time market calls.

Titan's stock market timing software development center around
the application of Artificial Intelligence ("AI") to stock index
trading, using neural networks and expert systems. Various
trading models of the S&P 500 stock index have been developed and
extensively tested.

Neural networks are an AI based mathematical pattern recognition
technique that allows software to mimic the information
processing functions of humans. The software "learns" to
recognize complex patterns through trial and error, without being
programmed with specific, preconceived rules.  AI based software
trading software can be taught complex relationships between sets
of variables and use them to find market correlations and
relationships that humans cannot easily see on their own.

Titan's website subscription service allows potential users to
benefit from the many years of testing and substantial
expenditures on research, software and systems development by
Titan.

Competitive Assessment

Our core competencies now include three key elements of an
integrated real time stock market trading technology:

1.   Neural network based market-timing indicators to classify
short-term stock market risk and related S&P500 stock index
mechanical trading models. These proprietary indicators and
systems have been operating accurately in real time now for four
years. Validity is well documented. In previous
years our systems and published signals have outperformed the
S&P500. This index is the leading US stock market index and the
performance benchmark used by professional money managers
worldwide.

2.   We developed new proprietary stock screening methods for
screening and selecting baskets of high volume big cap stocks.
The stock basket screening and selection system fits well with
our stock market timing systems to form an integrated stock
position trading capability that allow us and our subscribers to
diversify and reduce trading risk. We expect this current
capability will benefit our subscribers in the future.

3.   We have been able to develop the online version of our chart
analytics trading software that is accessible by anybody over the
Internet. Initial response suggests the potential for thousands
of subscribers. By imbedding proprietary trading indicators into
the online stock bar charts, traders can more easily identify
trends in real time on big cap stocks. The software features
pattern recognition analytics on key stock indexes, hot
stock sectors and individual stocks. The latest version
integrates the market timing methods and stock screening, to
provide a more complete online trading solution. That product is
targeted for use in-house, and by subscribing stockbrokers,
professional and private stock traders who follow the larger
North American stocks.

We have built on the proven profitability of an earlier but more
complex PC based version that was expensive, technically complex
and impractical to market. That prototype system was deployed for
stock trading use in a commercial brokerage operation in 1999. On
December 1st, 2000, we announced the sale of these first three PC
based versions at an annual license fee of $6,000 per trader. Our
current online version is more scalable, reliable, easier to use,
more cost effective to distribute and requires less ongoing
technical support. Subject to the completion of an economic and
reliable market data supply and distribution agreement, we are
close to completing the development of the new online product.

During 2000 and 2001 we completed the installation of a fully
e-commerce capable high-speed server to facilitate our planned
online subscription business. That system is fully operational
and also serves as a dedicated email server.

The scope of our planned marketing launch will be determined in
part by the extent of our success in raising additional equity
capital.

PRINCIPAL MARKETS AND METHODS OF DISTRIBUTION

We plan to offer the new paid monthly subscription service to
full service stock brokerage and online trader markets through an
established internet web site presence, trade shows, direct
advertising in trade periodicals, direct seminars and mail
campaigns, and by direct sales. Eventually we plan to establish
wider channels of distribution with the support of distributors
and agents.

COMPETITION AND COMPETITIVE STRATEGY

The worldwide financial software and information services
marketplace is crowded and intensely competitive. Strong growth
has been reported in the online Internet trading segment of the
marketplace, indicating some 16 million online traders. Since
2001 and in particular since September 11th trading volumes have
dropped and the business environment has become far more The
marketplace for the online Subscription Service remains crowded
and intensely competitive.  There are a wide variety of products
providing direct competition to our software. There is a constant
threat of new entrants into the market in all areas of the
financial software marketplace. We consider our market timing
software, stock screening software and planned online
subscription platform to be our principal products. The main
identified competitors to these two products are listed in the
following paragraphs.


COMPETITION FOR PLANNED INTERNET SUBSCRIPTION SERVICE

The financial services sector of the Internet is extremely
competitive. Titan estimates that there are over 100 internet
sites of various size and capability that might be considered in
one way or another to be competitors.

TradeStation Securities is a direct access broker that offers
$100 to $200 per month paid subscription site. It provides high
quality technical analysis, historic back-testing and linked
trading platform to an online affiliate broker-dealer. This
leading competitor has previously sold over $100 million in
trading analytics software to private traders. The group trades
on the Nasdaq under the symbol TRAD.

There are numerous smaller packages, low-end stock market quote
services including offerings by low cost java based market data
streamers, by Yahoo Finance, S&P Comstock, PCQuote.com on
Lycos.com, and Money.net, that may be considered to be competitors
of our low end versions.  Most of the named products are
differentiated by lower quality stock chart analytics than our
own offering, a lack of any proprietary trading indicators, a
lack of instant messaging features and absence of a market
commentary. Our competitive strategy is to add value with these
features and we are able to provide excellent testimonials from
professional traders that substantiate the value added.

An example of series of competing on line charting and market
quote product offerings is that from PC Quote featured on the
Lycos site at the web address as follows:
http://finance.lycos.com/home/subs/


INTELLECTUAL PROPERTY RIGHTS

Titan's ability to compete effectively depends in part on its
ability to protect its core software technology. Titan relies for
protection of its technology on a combination of: (1) trade
secrets; (2) technical complexity; (3) common law copyright and
trademark protection; (4) non-disclosure agreements; (5) password
protection; (6) software encryption schemes; and (7) the physical
security of its source code.

Despite these measures and precautions, it may be possible for
unauthorized third parties to copy Titan's website subscription
information and redistribute it to others. Titan has not to date
attempted to obtain copyright registration for any of its
software products, though it may do so in the future.  There can
be no assurance, however, that registration will be granted if
applied for.  Moreover, certain aspects of Titan's 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.

Titan has not applied for patents to date under Canadian or US
law. Management believes there are patentable elements of the
online trading analytics program developed that it may decide to
file for patent protection on, depending on financial resources
available. There can be no assurance that such filings if any
will be successful in securing a patent.

TRADING AND TESTING ACTIVITIES

Beginning in 1994 and continuing through 1995, Titan was
generally focused on the initial development of its software
products and therefore did no trading or testing activities.  In
1996 through 1999, as development continued, Titan began system
testing its trading software.  System testing, as used in this
document, refers to Titan's own use of the software to trade
securities at a time when the particular software was still under
development. System testing expenses are a trading system
research and development activity of Titan, associated with
testing, validating and completing the final testing and
development of a trading system.  Direct costs of carrying out
test trades using the trading system, including commissions costs
of the trades and the net gains and losses from such trades, are
included in this expense category.  It does not include any costs
of the software development itself or any other costs associated
with demonstrating the software to a prospective customer.

By April of 1998, the Titan Stock Index Trader software and the
Titan World Currency Trader software were substantially tested
and thus reference to any income and losses made from trading
after this time is described in the financials as "Trading"
income or loss rather than as "System testing" income or loss.
The table below provides a summary of trading and testing income
and losses, by year, using this distinction.

---------------------------------------------------------------
                     2001     2000       1999       1998   1997
----------------------------------------------------------------
Trading                 0        0  $(29,687)  $ 70,607         0
System Testing   $(16,729)       0  $(17,391)  $(42,490)  $56,761
                 --------     ----  --------   --------   -------
Net gain or loss $(16,729)       0  $ 47,078   $ 28,117   $56,761

The 1999 trading loss reflected above in the sum of $29,687 was a
loss on foreign exchange in the US dollar denominated trading
accounts due to a rising Canadian dollar in the year. Trading
software for stock indexes and currencies was installed in
Titan's computers in April 1998, and a trading program has been
carried out since that time to demonstrate the software
technologies and under development.

In September 1998 the Titan commenced testing online stock day-
trading activities over the internet for the Titan's account with
Titan funds as part of its planned VirtualTrader training and
trader development services program. This program was later
expanded to include training of experienced third party stock
traders trading their own company funds at a registered brokerage
in British Columbia.  This trading involved the use of in-house
day-trader software to trade high volume NASDAQ, AMEX and NYSE
stocks in short-term intra-day trading, based on methods
developed and practiced in the VirtualTrader trading simulator.
Daytrading is considered high risk due to market volatility,
trade slippage problems, occasional internet execution errors,
normal random short-term price movements, and the margin leverage
involved. In general these same risks apply to all of the
company's trading activities, except that with stock daytrading,
slippage losses and internet execution errors present a far
higher proportional cost and risk that when position trading
stock indexes or currencies.

All System testing losses noted above since April 1998 are from
stock daytrading activities.  As mentioned previously, all
trading activities by Titan have now been discontinued.


BREAKDOWN OF TOTAL SALES AND COSTS TO DATE

Titan's total revenue from sales and operations during the past
five fiscal years by category of activity was as follows:

FYE October 31, 2001
Software and Subscriptions Sales     $   40,894
Trading Income (Loss)                $        0
Interest and other Income            $   11,802
                                     ----------
Total                                $   52,696

FYE October 31, 2000
Software and Subscriptions Sales     $   26,505
Trading Income (Loss)                $        0
Interest and other Income            $   15,605
                                     ----------
Total                                $   42,110

FYE October 31, 1999

Software Sales and Licensing         $   38,921
Trading Income (loss)                $  (29,687)*
Interest and other Income            $   28,821
                                     ---------
Total                                $   38,055
*There was $17,391 in System testing Losses (separately reported
as an
expense) during this period

FYE October 1998.

Software Sales & Licensing           $  53,051
Trading Income                       $  70,607*
Interest and other Income            $  41,457

Total                                $165,115

*There was $42,490 in System testing Losses during this period
(separately reported as an expense).

FYE October 1997

Software Sales & Licensing            $  36,040
System testing                        $  56,761
Interest and Other Income             $  58,581
                                      ---------
Total                                 $ 151,382


All sales are to unaffiliated customers, and because of the
limited amount of revenue generating activities and immateriality
no breakdown has been made into geographic markets or as to
differences in contribution made by revenue to total operating
losses over the past three fiscal years.

Note that software sales reported in the audited financial
statements to the end of fiscal year ended October 31, 1998 and
earlier include revenue received from beta test versions of
software programs and from software products in early stages of
market testing. System testing income reported in the financial
statements represents trading income derived from company trading
software still under development. System testing expenses
reported in the financial statements under expenses represents
trading losses from trading software still in a testing and
development stage. See also "Breakdown of Total Sales and Costs
to Date" under Item 1, "Description of Business".

Once management has determined that a particular trading software
system has been satisfactorily tested in actual trading
operations, income from that point forward is reported as trading
income or loss, as the case may be.


STATUS OF NEW PRODUCTS OR SERVICES

The focus of the present business plan is to test, develop,
publish and market a paid monthly subscription service to its
MarketWatch chart analytics system and its daily stock market
indicators and market commentaries through its internet website.
Only the market commentary part of this service has been offered
to the general public. MarketWatch has only been beta tested with
one private trader. Results are expected to be reported sometime
after the April 30th 2002 tax filing deadline, when all the
results are tabulated and reported to the company by the private
trader.

Titan is constantly refining and developing its trading software
to maintain its integrity and marketability.  As a result there
is and will be an on-going research and development effort with
associated costs to Titan.  Titan anticipates spending
approximately $95,000 over the next 18 months on research and
development efforts. Moreover, new products are constantly being
investigated and sought within the general area of the current
products developed by Titan. No new products, however, other than
those described in this filing have been formally announced to
the public.


ACCOUNTING POLICY ON PRODUCT RESEARCH AND DEVELOPMENT

Titan's accounting policy on software development is to
capitalize Software and Systems Development and amortize that
cost over the expected useful life of the software.  Research and
Development, on the other hand, is fully expensed in the year
incurred.  Titan distinguishes Software and Systems Development
from Research and Development in that Software and Systems
Development involves expenditures on the development of software
that creates an asset, the economic benefit of which is expected
to extend into several future periods.

System testing is an expense category that represents a research
and development activity associated with the development of
trading software. There was no activity in this account in the
current period reported and all of the Company's trading software
is now considered out of development.

The policy of the Company is that while trading software is in a
development stage, the costs of test trading such trading
software, including all trading gains and losses and all
transaction costs, are booked in the accounts as system testing
expense or recovery, as the case may be.  Once the trading
software is fully developed, all gains or losses from trading
with the software are reflected in the accounts as trading income
or trading loss as the case may be.

The following table reflects the inclusion of the following
system testing expenses (recovery) by year: 2001 system testing
expenses - $16,729, 1999 systems testing expenses - $ 17,391,
1998 system testing expenses - $42,490, 1997 system testing
recovery ($56,761).

As noted above, Titan's policy is to maintain an ongoing program
of Software and Systems Development and Research and Development
in order to maintain the quality and competitiveness of its
products, services and trading efforts.  The following represent
total expenditures by Titan on Systems and Software Development,
which costs are capitalized as incurred and then subject to
amortization, as well as Research and Development expenses, and
include the costs of system testing expenses and expense recovery
incurred or realized on trading systems under development, during
each of the past three fiscal years:

          Software and     R&D expense   System testing   Total
       Systems Development                 (recovery)

FYE 10/01    $104,889      $106,023       $ 16,729     $ 227,641
FYE 10/00    $226,423      $      0       $      0     $ 226,423
FYE 10/99    $141,778      $ 46,800       $ 17,391     $ 205,969
FYE 10/98    $198,718      $  3,483       $ 42,490     $ 244,691
FYE 10/97    $146,134      $  3,483       $(56,761)    $  92,856
                                                       ---------
                                                       $ 997,580

The planned software and systems development expenditures
budgeted for fiscal year 2002 is $78,000.


DISTINCTIVE AND SPECIAL CHARACTERISTICS OF OPERATION

In the North American financial software industry it is a
regulatory requirement and practice, to which the Titan adheres,
to make no representations that any user will or is likely to
achieve profits or suffer losses similar to those described in
any product literature or in any published historical trading
simulations, computer test results, or trading simulator software
practice sessions.

Even though Titan does not believe it is under the jurisdiction
of the United States Commodities and Futures Trading Commission
("CFTC"), Titan conducts its business in a manner consistent with
the rules and regulations of the CFTC with respect to sales of
trading system software and commodity futures trading activities
that may take place within the United States. In the past,
Titan's sales procedures provide for the inclusion of a
Disclosure Statement in product license agreements, manuals and
promotional literature in the form prescribed by the CFTC.  In
addition, Titan's standard form of license agreement governing
use of its software and services, includes warnings as to the
risk of reliance on hypothetical trading results, and as to the
risk of trading losses.  Terms of license and sale provide that
nothing contained in the Titan's software products or related
user manuals, represents, or is intended to represent, the
furnishing of financial advice by the Titan, its officers, agents
or employees.  Users are warned that the pattern recognition
software and services merely provide educational, technical
trading information, neural network indicator readings, and
buy/sell signals for the decision support of users who remain
responsible for their own actions as the result of use of the
product or service, and that any use of the products and services
in the absence of acknowledgment of these terms, is unauthorized.

Titan is not a registered member of the National Futures
Association (NFA) and does not conduct a commodity trading
business in the United States. Consequently, Titan does not
presently come under the direct regulatory jurisdiction of that
industry governing body.

Titan does not sell trading systems. Titan is not presently
registered with the CFTC or NFA as a Commodity Trading Advisor
(CTA) and does not offer commodity-trading advice or presently
solicit or trade third-party managed accounts. Titan may plan to
conduct such business in the future and may eventually become
registered as a CTA in the United States and or in Canada.
These plans would first require the passage by management of a
CTA examination, registration and appropriate filings, which
Titan has no yet begun.  There can be no assurance that Titan
will ever submit or obtain such CTA registration in the ordinary
course of its business, nor may the Company ever be required to
do so.   Should Titan become a CTA or manage or trade third-party
managed accounts in the future, which it does not presently do,
or if Titan begins to conduct trading operations in the future in
the United States, which it does not currently do, Titan would
then be directly governed by the regulations and administrative
policies of the CFTC and the NFA.  Titan would accordingly
register with the CFTC as may be required at such time that such
future activities might take place.

Titan is not presently registered, or required within its current
business operations to be registered as an investment advisor
with any government or regulatory body in the United States,
Canada or elsewhere.

As noted above, on or before Titan offers its full new planned
Internet Subscription Service to the general public in the United
States, it plans to register as an Investment Advisor with the
United States Securities and Exchange Commission.


RISK FACTORS AFFECTING THE BUSINESS OF THE COMPANY

The risk factors set-forth below are believed to be important in
that they may have a material impact upon the Titan's future
financial performance and could cause actual results to differ
materially from those expressed in any forward-looking statement
made by or on behalf of the Titan.  All material risk factors
known to Titan are discussed below, however, note that unknown
factors, not discussed in this filing, could also have a material
adverse effect on Titan's actual financial and other results.

1. Short operating history and likelihood of continuing operating
losses.  Titan commenced operations in May 1994, and has to date
been largely engaged in product research and development and
establishing its new product development and marketing strategy.
Titan's accumulated deficit to October 31, 2001 is $3,100,741
Titan's initial products and planned services are just beginning
to become available for market release and sale. Titan thus has a
limited operating history and is expected to continue to incur
start up losses and negative cash flow in the immediate future as
these new products and services are completed and marketed.
Titan's ability to succeed depends upon it eventually achieving
positive cash flow, failing which it may have to seek additional
financing, and there can be no assurance that any additional
financing will be available on acceptable terms, or at all.

2. Early stage of development and no assurance of market
acceptance of the Titan's paid monthly subscription services.
Titan's planned Internet Subscription Service is in an early
stage of development.  Although a small level of subscriptions
have been effected on the beta test site and there is an
established market for similar products and planned services,
there can be no assurance of market acceptance of Titan's
subscription services.

3. Dependence on the timely development and release of new
software products and services.  Achievement of Titan's
objectives, and its future operating results, are dependent upon
completion of its marketing programs and on the success of its
new online financial services. Timing in this regard is crucial,
as other similar services that reach the market prior to Titan's
service may be able to obtain and maintain business that would
have otherwise gone to Titan. There can be no assurance that
Titan's timing and business plan will be sufficiently successful
to achieve sustained profitability in its operations.

4. Dependence on key personnel. Titan depends on its key
officers, including its founder and President, Michael Paauwe,
and its Vice President and Manager of Software Development,
Michael Gossland, and the general manager John Austin.  Although
Titan has key man life policies in place for Paauwe and Gossland,
there is no key man life insurance on John Austin and loss of any
of the ongoing services of these three individuals would have a
materially adverse effect on future operating profits and
prospects.

5. Dependence on in-house direct sales and the lack of any
existing established indirect sales and distribution channels.
Titan plans to market its services through direct sales efforts.
The does not presently have in-house staffing of experienced
sales and marketing personnel. There can be no assurance that the
Titan will be able to attract and retain the necessary personnel
as and when required.  The Titan 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 it will be able to establish
or maintain these channels cost effectively.

6. Extensive competition and rapid technological change.  The
online financial services market 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. Titan will seek to establish its market position
through the sale of subscriptions to its trading solutions and by
making its service available at reasonable cost to customers
through direct and indirect marketing channels. However, there
can be no assurance that the Titan will be successful in this
effort, or, if successful, that Titan will have the resources to
sustain any early growth or market penetration it may achieve.

There are large numbers of established financial trading and
trading software companies. Many are larger than Titan, 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 Titan achieves significant success in
penetrating the online financial services 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 PC users is changing rapidly.  The recent
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 threatening 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.

7. Potential Trading Losses. Under its present business plan,
Titan now plans in the future to establish proprietary in-house
trading activities, most likely in a subsidiary company. Such
trading activity by Titan always involves a risk of trading
losses, even when conducted by experienced practitioners.  The
historic results of Titan's website published market calls
trading performance are not as accurate and dependable a measure
of profitability as actual trading results.  Past performance
cannot be guaranteed or necessarily assumed to continue in the
future. Potential investors 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 to Titan, notwithstanding
the protection afforded the Company by the careful use of
industry standard legal disclaimers regarding its own trading
activities or its subscription services.

8. Limited intellectual property protection and physical
security. Titan depends on its ability to protect its core
proprietary software technology.  In this regard, Titan relies on
protection of its technology by a combination of trade secrets,
technical complexity, common law copyright and trademark
protection, non-disclosure agreements, password protection and
software encryption schemes, and on the physical security of its
source code. Despite these measures and precautions, it may be
possible for unauthorized third parties to copy Titan's published
financial information and offer it to the marketplace as its own,
or use the service and not pay for it.  To date, Titan has not
sought to obtain copyright registration or patent protection
for any of its software products, though it 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 the Titan's 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 the Titan's proprietary technology and its
ability to effectively compete.  There is an ongoing risk of
financial losses due to piracy of Titan's subscription services.

9. Possible high degree of volatility in the future price of
Titan's stock. Factors such as news announcements on technical
developments, innovations by Titan, its competitors or third
parties, industry developments in high-technology companies in
general, 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
liquidity, may individually or collectively have the effect of
causing substantial fluctuations in the traded price of the
Titan's shares. Changes in the trading price of its shares may be
unrelated to Titan's performance or its future prospects. In
addition, investors in Titan's shares may lose their entire
investment if Titan or any of its future subsidiaries incur large
trading losses in the future or if Titan fails in its business.

10. Control by existing officers and directors. Titan's executive
officers and directors currently own or control an aggregate of
$3,231,001 of the issued and outstanding shares of the Titan,
which represents approximately 32.93% of the outstanding shares
as at March 31, 2002. As a result, these shareholders will
continue to be able to control the composition of Titan's board
of directors and to have a significant influence over its
affairs.  This concentration of ownership may have the effect of
delaying, deferring or preventing a future change of control of
Titan. Under certain circumstances, this type of limitation may
be considered to be potentially adverse to the interests of other
shareholders.

11. Dependence on financial industry. Titan is affected by
general economic and regulatory conditions affecting national and
international financial markets.  A worldwide economic downturn,
therefore, may have an adverse effect on Titan's business, future
operating results or financial condition. The recent widespread
business failure of large numbers of publicly listed Internet
companies, as well as the general current state of the stock
market as at the date of this filing, are expected to have an
adverse affect on the ability to fully fund the capital
requirements of the business plan. While management has in the
past been able to secure new equity placements when required,
there can be no assurance that these efforts will continue to be
successful in the immediate future and this may have an adverse
affect on the future business of the Company.  If the company
does not complete a new equity placement in the current quarter
the company's ability to carry on as a going concern may be
threatened.

12. Possible changes in derivatives market and the regulatory
environment.   The Titan's software provides pattern recognition
and market timing information related to stocks, stock indexes
and possibly to index related derivatives.  Derivatives
instruments have been involved in a number of well publicized
recent financial losses, including those involving Barings Bank
and Orange County, in California, and more recently, Long Term
Capital Management, among others.  Such losses have led to
increased governmental scrutiny and potential new regulation of
hedge funds and derivatives markets generally. Any new regulatory
requirements affecting the sale or distribution of trading
related services may have the effect of imposing new and
unexpected costs on Titan and this may affect future expenses and
operating results. There remains an ongoing risk of potential
adverse impact of possible new governmental regulations on
Titan's business.

13. Technological change.  The online financial services
marketplace is characterized by constant and rapid technological
change.  There is no assurance that Titan will be able to sustain
the cost of the research and development efforts required to
continue to compete and keep pace with this technological change.
If Titan cannot continue to compete on a technical basis, this
may have a potentially adverse and material effect on its
operating results and financial condition.

14. Potential product liability claims.  The Titan does not
maintain product liability insurance against bugs or defects in
the general performance of its software products that are used to
provide information in its financial subscription service.  In
accordance with common industry practice, the subscription
license agreements entered into in connection with its products
and services that all these risks are borne solely and entirely
by the customer.  There can be no assurance that these provisions
will protect Titan from all potential product liability claims in
all markets in which it may sell its products or offer its
services.


ITEM 2.  DESCRIPTION OF PROPERTY

Titan owns no real property or real property rights.  Titan's
business offices are rented facilities in various locations in
Nanaimo, British Columbia, Canada.  Due to the set-up of Titan's
operations, many business functions are undertaken from
confidential, remote locations in British Columbia, not owned by
Titan.

Titan's proprietary financial trading software products and
technologies generally fall into six main categories:

i. Proprietary stock index trading indicators and general US
stock market timing software. These are Titan designed neural
network and expert system software based custom trading
indicators and software based trading methods, installed on a
computer with the third-party software program TradeStation
4.0. The software is designed to provide short-term, predictive
market timing information on the US stock market indexes (such as
the S&P 500 index), based on advanced pattern recognition methods
which in general, are automated, mathematically based methods of
recognizing recurring market patterns, based on the use
artificial intelligence techniques including expert systems and
neural networks. The trading indicators are designed for trading
US stocks and stock indexes, including stock futures contracts on
the S&P500, OEX, NYSE and NASDAQ markets, and they may also
provide market timing information for those indices for US stock
traders and investors. Last year Titan developed its own
proprietary stock screening software which produces lists of
NASDAQ and NYSE stocks that meet predefined technical trading
criteria, also used in the planned Subscription Service. The
company has also developed an online analytical graphics program
for trading high volume big cap NASDAQ and NYSE stocks (see
DESCRIPTION OF BUSINESS).

ii. Proprietary world currency trading software. These are Titan
designed software based trading methods for trading world
currencies including the Japanese Yen, the German Mark, replaced
by the Euro, the Swiss Franc and the British Pound. To operate,
the software needs to be installed on a computer with the third
party software programs TradeStation. The methods are designed
for intermediate term trading. Trades are typically held for
weeks or months. The currency trading methods can also be easily
adapted to trading in any other high volume world currencies.

iii. VirtualTrader product software written in Microsoft Visual
Basic 4.0 and Omega's Easy Language software running in
TradeStation 4.0.

iv. Proprietary software testing and trading system development
tools. These are proprietary software programs written in
Microsoft Visual Basic 4.0 and 5.0, programmed into Microsoft
Excel, or written in Omega's Easy Language trading system
development language. They are basically a group of software
utilities, authored and owned by Titan, consisting of a series of
specialized trading system development software tools that are
used in Titan's ongoing software research and development
programs to perform data manipulation, custom system testing,
mathematical functions and code development and software
debugging capabilities not available in off-the-shelf software.
This software now provides Titan with the advantages of rapid
systems research, systems testing, software debugging and trading
system validation and deployment.

v. Internet web site and all server based Apache and Unix based
email and e-commerce software for running Titan's web site. Titan
has a body of custom software developed for its web site that
facilitates ongoing maintenance.  This software is mainly written
in PERL scripts and includes all the custom graphics and other
HTML code for the web site. New e-commerce software was developed
in 2000 to manage secure online credit card transactions in
connection with the new Internet Subscription Service, together
with subscriber database management systems and website security
software.

vi. Proprietary MarketWatch and ExpressWatch related real time
online server based trading and charting software that
incorporates embedded trading indicators complete with all
related data feed interface software and systems as presently
configured.

ITEM 3.  LEGAL PROCEEDINGS

Titan is not currently a party to any material legal proceedings;
nor, to Titan's knowledge, are there any legal proceeding pending
or threatened of which Titan would be a party, or any of its
property or assets are likely to be subject.


ITEM 4.  CONTROL OF TITAN

As far as is known to Titan, and except as disclosed in this
filing, Titan is not directly or indirectly owned or controlled
by any other corporation or by any foreign government.

The following table sets forth as of March 31, 2002 information
with respect to record ownership of (a) any person or company who
is known to Titan to be the owner of more than 10% of any class
of the Titan's voting securities, and (b) the total amount of any
class of the Titan's voting securities owned by the officers and
directors as a group.

-----------------------------------------------------------------
     (1)              (2)              (3)             (4)
Title or class    Identity of     Amount Owned   Percent of Class
                  Person or Group
-----------------------------------------------------------------
Common Shares      TTN Escrow        3,000,000        30.57%
without par value  Capital Corp
-----------------------------------------------------------------
Common Shares      Directors and     3,231,001        32.93%
without par value  Officers as a Group

Note 1: TTN Escrow Capital Corp. ("TTN") is a private company
owned by Michael Paauwe (66.67%) and Michael Gossland (33.33%),
who are the only officers and directors of TTN.

As of the date hereof, there are no arrangements known to Titan,
the operation of which may at a subsequent date result in a
change in control of the Titan.


ITEM 5.  NATURE OF TRADING MARKET

Titan's shares are listed and traded on the Canadian Venture
Exchange, called the "CDNX". The CDNX website can be viewed at
www.cdnx.ca.

Titan's shares are also currently trading on the Over The Counter
Bulletin Board called "OTC.BB", and, accordingly, there is
currently no public market for Titan's common stock in the United
States.

Trading in Titan's shares commenced in Canada on the Canadian
Venture Exchange on July 24, 1996.  The following table sets-
forth the high and low sales prices for Titan's shares for the
quarterly periods shown, expressed in Canadian Dollars and the
trading volume in number of shares for the applicable time
period.

-----------------------------------------------------------------
      (1)                          (2)        (3)           (4)
Year and Month                    High        Low         Volume
-----------------------------------------------------------------
February 1, 2002 -
   April 30, 2002                 0.25        0.07       379,300
November 1, 2002 -
   January 31, 2002               0.28        0.09       738,100
August 1, 2002 -
   October 31, 2002               0.50        0.20       648,700
May 1, 2002 -
   July 31, 2002                  0.70        0.30       473,085
February 1, 2002 -
   April 30, 2002                 0.90        0.55       377,500
November 1, 2000 -
   January 31, 2001               1.20        0.55       603,548
August 1, 2000 -
   October 31, 2000               1.85        0.61       591,505
May 1, 2000 -
   July 31, 2001                  2.45        1.45       622,330
February 1, 2000 -
   April 30, 2000                 4.05        1.75       912,332
November 1, 1999 -
   January 31, 2000               4.25        1.00     1,773,038
August 1, 1999 -
   October 31, 1999               1.75        0.96       500,020
May 1, 1999 -
   July 31, 1999                  2.15        1.10       728,038
February 1,1999 -
   April 30, 1999                 1.25        0.88       556,100
November 1,1998 -
   January 31, 1999               1.35        0.85       425,400
August 1, 1998 -
   October 31, 1998               1.48        1.20       294,800
May 1, 1998 -
   July 31, 1998                  1.55        1.41       455,350
February 1, 1998 -
   April 30, 1998                 1.49        1.30       765,926
November 1, 1997 -
   January 31, 1998               1.44        1.25       224,900
August 1, 1997 -
   October 31, 1997               1.60        1.20       622,490
May 1, 1997 -
   July 31, 1997                  1.35        1.05       406,200
February 1, 1997 -
   April 30, 1997                 1.60        1.30       812,400
November 1, 1996 -
   January 31, 1997               1.85        1.43       814,950


According to records provided to the Company under CUSIP
#887902104 as at March 6, 2002, The Depository Trust Company,
New York, reports that there are 613,300 common shares of Titan
held in 34 different Broker-Dealer offices in the United States.
The Company believes there are in excess of 60 individual
shareholders of Titan common shares in the United States.

ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS

Except as discussed in Item 7 as to taxes and withholding, the
Titan is not aware of any Canadian federal or provincial laws,
decrees, or regulations that restrict the export or import of
capital, including foreign exchange controls, or that affect the
remittance of dividends, interest or other payments to non-
resident holders of Titan's shares.

Titan is not aware of any limitations on the right of non-
Canadian owners to hold or vote the common shares imposed by
Canadian federal or provincial law or by the Memorandum or
Articles of the Titan.

The Investment Canada Act (the "Act") governs acquisitions of
Canadian businesses by non-Canadian persons or entities. The Act
provides, among other things, for a review of an investment in
certain Canadian businesses having in excess of $25 million in
gross assets.

The Act provides that a United States investor can hold up to 1/3
of the issued and outstanding capital of a Canadian corporation
without being deemed a "control person", and that a United States
investor holding greater than 1/3 but less than 1/2 of the issued
and outstanding capital of a Canadian corporation is deemed to be
a control person subject to a rebuttable presumption to the
contrary (i.e. providing evidence of another control or control
group holding a greater number of shares). If a United States
investor wishes to acquire "control" of a Canadian corporation,
that investor would be required to obtain approval if the asset
value of the corporation is greater than $178 million Canadian.
If the asset value of the corporation at the time of the proposed
acquisition is less than $178 million Canadian, the investor
wishing to acquire "control" need only file a form indicating his
or her intentions. The Act also provides that if United States
investors collectively hold greater than 50% of the issued and
outstanding shares of the corporation, there is a rebuttable
presumption that the corporation's status has changed to that of
an American corporation. The effect of the change in status is
that if the control of the Titan is deemed to be held by United
States investors, and if Titan then wished to make investments of
greater than $178 million Canadian in Canada, it would need
governmental approval.

Certain transactions involving Titan's Common Shares would be
exempt from the Investment Canada Act, including: (a) an
acquisition of Common Shares made in connection with the person's
business as a trader or dealer in securities; (b) an acquisition
of control in connection with the realization of a security
interest granted for a loan or other financial assistance, and
not for any purpose related to the provisions of the Investment
Canada Act; and (c) an acquisition of control by reason of an
amalgamation, merger, consolidation or corporate reorganization,
following which the ultimate direct or indirect control in fact
of Titan, through the ownership of voting interests, remains
unchanged.

Provisions of the Investment Canada Act are complex, and any non-
Canadian contemplating an investment to acquire control of Titan
should consult professional advisors as to whether and how the
Investment Canada Act might apply.

ITEM 7.  TAXATION

The following paragraphs set-forth a summary of all material
information regarding Canadian income taxation in connection with
the ownership of Titan's shares. Note that these tax
considerations are stated in general terms and should not be
considered to be a substitute for independent professional advice
on the subject of taxation of Canadian shares held by US
stockholders.  There may also be relevant state, or local tax
considerations that are not discussed here.

Titan's management believes that the following general summary
fairly describes the principal federal income tax consequences
applicable to a holder of Titan's common shares who is a resident
of the United States and who is not a resident of Canada and who
does not use or hold, and is not deemed to use or hold, his
common shares in connection with carrying on a business in Canada
(a "non-resident holder").

This summary is based upon the current provisions of the Income
Tax Act (Canada) (the "ITA"), the regulations there under (the
"Regulations"), the current publicly announced administrative
assessing policies of Revenue Canada, Taxation, and all specific
proposals (the "Tax Proposals") to amend the ITA and Regulations
announced by the Minister of Finance (Canada) prior to the date
hereof. The description is not exhaustive of all possible
Canadian federal income tax consequences, and, except for the Tax
Proposals, does not take into account or anticipate any changes
in law, whether by legislative, governmental or judicial action,
nor does it take into account provincial or foreign tax
consideration which may differ significantly from those discussed
here.

DIVIDENDS

Dividends paid or credited on Titan's shares to a non-
resident holder will be subject to withholding tax.  The
Canada-U.S. Income Convention (1980) provides that the
normal 25% withholding tax rate is reduced to 15% on
dividends paid or credited or deemed paid on shares of a
corporation resident in Canada (such as Titan) to a
resident of the United States, and also provides, pursuant
to a recently ratified protocol, for a further reduction of
this rate to 5% for dividends paid or credited on or after
January 1, 1997 if the beneficial owner of the dividends is
a corporation which is a resident of the United States and
owns at least 10% of the voting shares of the Company
paying the dividend.

If a Non-Resident Security Holder carries on business in Canada
through a "permanent establishment" or performs independent
personal services from a fixed base in Canada, and the holding of
shares in respect of which the dividends are paid is effectively
connected with such permanent establishment or fixed base, the
limitations set out in the preceding paragraph will not apply.
Instead, the dividends will be taxed using the rates and rules of
taxation generally applicable to residents of Canada.

A "permanent establishment" of a Non-Resident Security Holder can
generally be described as a fixed place of business through which
the business of a resident is wholly or partly carried on.

CAPITAL GAINS

A non-resident of Canada is not subject to the tax under the ITA
in respect of a capital gain realized upon the disposition of a
share of a class that is listed on a prescribed stock exchange
unless the share represents "taxable Canadian property" to the
holder thereof.  A common share of the Titan will be taxable
Canadian property to a non-resident holder if, at any time during
the period of five years immediately preceding the disposition,
the non-resident holder, persons with whom the non-resident
holder did not deal at arm's length, or the non-resident holder
together with persons with whom he did not deal at arm's length,
owned 25% or more of the issued shares of any class or series of
the Titan.

Where a resident of the United States meets the 25% ownership
tests described above, the person's capital gains realized on the
disposition of Titan's shares will be subject to Canadian income
tax if the value of Titan's shares is principally attributed to
real estate, including the right to explore for or exploit
mineral deposits, sources and other natural resources.  Where a
resident of the United States meets the 25% ownership test but
the Titan fails the value of assets test, that person's capital
gains realized on the disposition of Titan's shares would be
eligible for exemption under the Canada - U.S. Income Tax
Convention (1980) (the "Treaty") unless the U.S. resident had
resided in Canada at any time in the ten-year period immediately
preceding the disposition and was resident in Canada for 120
months during any 20 year period preceding the disposition.

DEEMED DISPOSITION ON DEATH

Where a resident of the United States owns shares that are
taxable Canadian property as discussed above, that person will be
liable for Canadian income tax on his capital gains or losses
accrued to the date of death.  Where the decreased transfers the
property to his or her spouse or a qualifying spouse trust, the
deceased's representative may be eligible to apply to defer the
tax on the accrued gain pursuant to the Treaty.  Where the
application is accepted, the surviving spouse would pay tax on
the capital gain accrued to the subsequent date of death.

ITEM 8.  SELECTED FINANCIAL DATA

The following table summarizes certain selected financial
information of Titan (stated in Canadian dollars) prepared in
accordance with Canadian generally accepted accounting principles
(Canadian GAAP). The table also summarizes certain corresponding
information prepared in accordance with United States generally
accepted accounting principles (US GAAP). The information in the
table was extracted from the more detailed financial statements
for the fiscal year ended October 31, 1997 through the fiscal
year ended October 31, 2001, inclusive, and the related notes,
and should be read in conjunction with the financial statements
and with the information appearing under the heading "Item 9 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Reference is made to Note 8 of Titan's October 31, 2001 financial
statement included herewith for a discussion of the material
differences between Canadian GAAP and US GAAP, and their effects
on Titan's financial statements. To date, Titan has not generated
sufficient cash flow from operations to fund ongoing operational
requirements and cash commitments. Titan has financed its
operations principally through the sale of its equity securities
and its ability to continue operations is dependent on the
ability of Titan to increase revenues from operations or to
obtain additional financing or a combination of both. See "Item 9
- Management's Discussion and Analysis of Financial Condition and
Results of Operations."


SUMMARY OF FINANCIAL DATA
-----------------------------------------------------------------
Fiscal Years ended October 31
                    2001       2000       1999       1998       1997
Revenue        $  40,894  $  26,205  $   9,234  $ 123,658  $  92,801

Expenses       $ 718,987  $ 701,179  $ 653,804  $ 557,517  $ 293,615

Interest & Other
Income         $  11,802  $  15,605  $  28,821  $  41,457  $  58,581

Net Loss for the year
Canadian GAAP  $ 666,291  $ 659,069  $ 614,983  $ 392,402  $ 142,233

US GAAP        $ 666,291  $ 659,069  $746,860   $392,402   $ 142,233
Net Loss Per Share(1)
Canadian GAAP   $(.07)     $(.07)     $(.07)     $(.04)     $(.02)

US GAAP         $(.10)     $(.11)     $(.13)     $(.07)     $(.03)

Net Working
   Capital     $348,457  $604,196   $742,989  $1,340,017 $1,672,725
Total Assets
Canadian GAAP  $647,907  $958,935 $1,050,074  $1,672,903 $1,924,638

US GAAP        $647,907  $958,935 $1,050,074  $1,672,903 $1,924,638

Long Term
   Obligations   $NIL      $NIL       $NIL       $NIL      $NIL
----------------------------------------------------------------

Calculated based on the average weighted number of shares
outstanding on a non-diluted basis. 3,000,000 escrow shares,
which are issuable based on future financial performance (see
ITEM 4. CONTROL OF TITAN) are excluded from the average weighted
number of shares outstanding on a non-diluted basis, in
calculating net loss per share under US GAAP, but are included in
the same calculation under Canadian GAAP. However, this does not
affect Net Loss for the year and therefore that figure in the
table above remains the same under both US GAAP and Canadian
GAAP.

To date, Titan has paid no dividends on its shares, and does not
anticipate doing so in the foreseeable future.  The declaration
of dividends on Titan's Common Shares is within the discretion of
Titan's board of directors and will depend upon, among other
factors, earnings, capital requirements, and the operating and
financial condition of Titan.

EXCHANGE RATES

As at October 31, 2001 the median bidding exchange rate of
Canadian dollars into United States dollars was $1.5852 Canadian to
$1.00 United States.

The following table sets forth, for the periods and dates
indicated, certain information concerning exchange rates of
United States and Canadian dollars. All the figures shown
represent noon buying rates for cable transfers in New York City,
certified for customs purposes by the Federal Reserve Bank of New
York. The average rate means the average of the exchange rates on
the last day of each month during a year. The source of this data
is the Federal Reserve Bulletin and Digest.


Period        Period End    Average        High          Low
-------       ----------    -------        ----          ---
(CDN$/US$)
1994           1.4030       1.3699        1.4078       1.3103
1995           1.3655       1.3689        1.4238       1.3285
1996           1.3697       1.3644        1.3822       1.3310
1997           1.4288       1.3894        1.4398       1.3357
1998           1.5375       1.4892        1.5770       1.4075
1999           1.4440       1.4827        1.5095       1.4440
2000           1.5273       1.5161        1.5950       1.4954
2001           1.5966       1.5852        1.6052       1.5758


ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL OVERVIEW OF REVENUE AND EXPENSES

Management believes that subject to completing a financing, 2002
will be a better year for shareholders, producing recovery in
shareholder value.

The year ended October 31st, 2002 was a difficult period for our
Company.

Yet we have developed potentially valuable business relationships
in Boca Raton, Florida, in Vancouver, British Columbia, and in
Toronto, Ontario.

With shareholder approval of management's slate of directors, new
top-level marketing executive recruitment, an expected report of
profitable trading results using our technology and the start of
sales of our online MarketWatch systems, we expect a marked
recovery of shareholder value.

We plan to recruit new senior experienced marketing executive
leadership, to complement our existing high quality technical and
managerial strengths. This will be a main component of any the
use of proceeds in the planned offering memorandum on new equity
placements.

We are in active marketing and licensing discussions and
negotiations in Vancouver, Florida, Germany and Chicago.

In 1996 we completed an IPO at $.90 per share. Over 15,000,000
shares of Titan have traded since the IPO. The stock rallied up
to peak at $4.25 per share at the height of the market in January
2000. The stock recently sold down to CDN$.25 per share,
bottoming last month below $.10 in what appears to have been a
selling climax.

Titan has spent over $3,100,000 to date on its business and
software. We possess what we believe is proven profitable, neural
network pattern recognition and custom MarketWatch trading
software, as well as world class engineering human resources.
Exploiting this, we expect to restore shareholder value over the
course of the next several months.

We are currently planning to issue, at miminum, 1,000,000 shares
at $.25 per share, with a full warrant attached, exercisable for
2 years. Other placements will follow, as that first placement
will realize only part of the total working capital necessary to
launch MarketWatch related online products and services and
implement the company's full business plan.

Market conditions have improved somewhat and our software systems
have greatly matured, now offering more value, innovation and
quality. In addition, our Marketwatch system has been successfully
used in actual trading operations by third party professional and
private traders.

The strongest promotional platform we can possibly build on will
be by substantiating that our online software can be traded
profitably in a track record of actual trades. Results are
expected to be released this quarter and we plan to build on that
initial record. Managing and directing that most important
function into a scaled up money management business will require
a full time commitment, without distraction. Currently our
various management tasks are too diverse and resources are spread
too thin, with too few people. We hope to add senior executives
to be able to succeed in this important business initiative.

We are close to establishing new US marketing and business
alliances. Recent Board appointments are the first steps on a
path to restoring shareholder value.

Analysis of financial results for the period:

The company has remained in a development stage during the period
to July 31st, 2001. Further data interface requirements to our
MarketWatch software have again extended development efforts
longer than we first anticipated. During development, our cost
structure on R&D and software and systems development has
remained lean and efficient for years. We have developed our
current technology at a fraction of the cost of what we believe
much larger companies could have done.

As we start operations, in the fourth quarter we increased the
write-down of capitalized software and systems development
charges. Core software and systems technology remains
unamortized. This year we expensed $106,023 in research and
development costs and invested $104,889 in new software and
systems development. This was mainly from adding the Titan Gold
subscription service and adapting and improving the online
MarketWatch product. In direct costs, with no overhead
allocation, we have now spent a total of over $1,000,000 directly
on trading software and systems development on the TradeStation
4.0 platform, in Excel, Visual Basic, Pearl, and C++, and other
languages.

Early in 1996, we made a significant breakthrough training neural
networks to recognize stock market patterns. Our VirtualTrader
trading simulator training software is unique in the world and we
hope to exploit it to a greater extent in coming periods, as we
expand trader training services.

Shareholders have not yet been rewarded for the potential value
of the software developed to date. We need to change in our next
stage of development that with more human resources and better
marketing execution.

The loss for the year was $666,291, or $.07 per share, compared
to a loss of $659,069, or $.07 per share for the same period last
year. Advertising, marketing and promotion expense was $65,870
lower than in the same period last year, due to the reduced
activity from postponing a formal product launch, after market
conditions deteriorated severely during the year. Our approach to
cost containment was similar to many companies in the same
industry, during the same period.

Financing fees increased by $23,683 in retainer fees, paid to
raise equity in the USA earlier in the year.

Research and development expenses increased to $106,023, compared
to NIL in the preceding year, as we expensed more of the costs
associated with further website software development. Salaries
and benefits increased, with the addition of staff earlier in the
year, as we started to scale up public relations activity, only
to be followed by reductions after year-end, to cut costs. System
testing costs rose to $16,729 during the period from testing new
short term trading analytics systems, compared to Nil in the
preceding period.

Software subscription income rose to $40,894 from online
subscriptions, compared to $26,505 in sales of beta software
versions in the preceding year.

$457,260 cash was used in operations during the period, compared
to $474,615 in the previous year. We made expenditures of $17,223
in acquisition of capital assets and spent $104,889 on new
software and systems development, compared to $226,423 in the
preceding year. Please refer to the financial statements attached
and the notes included, for more details.

LIQUIDITY

At the end of the October 31st, 2001 fiscal year, the Company had
total assets of $647,904, cash balances of $375,417 and net
working capital of $348,547.

At the end of the quarter ended January 31st, 2002, the Company
had total assets of $562,441, cash balances of $275,726 and net
working capital of $243,680. As at the effective date of this
filing, net working capital is estimated to total $145,000.

MAJOR CURRENT LIQUIDITY RISK FACTOR

An improving economy in early 2002 may reduce the economic
uncertainty and business risks we face. Capital formation is
expected to remain very difficult in the current business
environment and our declining working capital position remains a
serious risk to be considered. This is expected to be addressed
initially with a 1,000,000 share placement of our securities,
with further placements expected to follow.

Without a new equity placement to restore working capital in the
current quarter, our ability to continue as a going concern will
be materially and adversely affected.

As noted in the TRADING AND TESTING ACTIVITIES section, in the
past periods, while trading software was in a research and
development stage, there was a final period of actual online
testing which involves executing trades based on information
provided by the trading indicators or models in order to validate
or ultimately reject a developed trading method, new technique,
or the related software. During this final testing and validation
activity stage and before the software development was considered
completed in all material respects, all related trading activity
was booked in the company's accounts as System testing expenses.
Once that particular software or trading indicator was finally
technically validated by real time testing in actual trading
activity, only then was the development considered completed.
Any continued trading activity results beyond that point based on
that software was booked in the accounts as Trading Income or
Trading Losses. Titan relies on the extensive development
experience and expertise of Michael Paauwe and Michael Gossland
in making the determinations that a particular trading method,
system or indicator development is complete.

All Titan trading indicators and software was considered to be in
the developmental stage until April 1998 when the company
reported that development of the stock futures and currencies
systems was considered complete. All stock index and currency
trading activities since that date, whether resulting in a gain
or a loss, have been booked in the accounts as Trading Income or
Loss. All trading activity results which related to the stock
daytrading development project, which took place from the August
1998 to the announced termination on April 1, 1999, were recorded
as System testing because the systems were still in a testing and
development stage up to the date the project was ended.

In order to aggregate all net gains or net losses from all
trading activity, including System testing, net results are shown
by year in the section and table entitled TRADING AND TESTING.

CANADIAN GAAP vs. US GAAP

Titan's consolidated financial statements are prepared in
accordance with generally accepted accounting principles used in
Canada (Canadian GAAP). Material differences resulting from the
application of generally accepted accounting principles in the
United States (US GAAP) are described in Note 9 to the October
31, 2000 fiscal year end audited financial statements provided
under Item 17. Unless expressly stated otherwise, all references
to dollar amounts in this section are in Canadian dollars in
accordance with Canadian GAAP. In the case of the Titan, a
material impact of the differences between Canadian GAAP and US
GAAP in the financial statements relates to the existence of the
3,000,000 escrow shares and the fact that these shares are not
considered issued under US GAAP for purposes of calculating the
net loss per share. Therefore, as noted in the discussion below,
the net loss per share is increased under US GAAP versus that
shown under Canadian GAAP.

Note 9 to the audited fiscal year ended October 31, 1999
financial statements of Titan discusses the material differences
between Canadian GAAP and US GAAP, and their effect on Titan's
financial statements. Generally, under US GAAP, the loss per
share is calculated on the basis that the weighted average number
of shares outstanding during the year excluding shares that are
subject to escrow restrictions, unless the conditions for
issuance are currently met or will be met by the mere passage of
time. Titan has 3,000,000 escrowed shares that are subject to
release on the basis of an earn out formula and not merely by the
passage of time and this has resulted in the calculation of a
greater loss per share under US GAAP than is the case under
Canadian GAAP.

The existence and terms of release of the escrow shares affects
the net loss per share calculations in the reconciliation between
Canadian GAAP and US GAAP, due to the fact that under US GAAP,
shares conditionally issuable are not to be used in the average
number of shares outstanding in the calculation of net loss per
share. Under Canadian GAAP these escrow shares are used in the
calculation of the average number of shares outstanding for
purposes of the net loss per share calculations. The result is
that net loss for the year is the same under both Canadian GAAP
and US GAAP but the net loss per share differs according to the
reduced number of average shares outstanding as used in the loss
per share calculations. The resulting differences in the loss per
share calculations are as set forth in the financial statements
for the FYE October 31, 2001and in the table referred to above in
Item 8 - "Selected Financial Data".

In addition, under US GAAP, the granting of stock options to
directors, officers and employees may give rise to differences in
the charge to income for compensation. Titan has prepared its
financial statements in accordance with APB 25 under which stock
options are measured by the intrinsic value method whereby
directors, officers and employee compensation cost is limited to
the excess of the quoted market price at date of grant over the
option exercise price.  Since the exercise price equaled the
quoted market price at the dates the stock options were granted,
there was no compensation cost to be recognized.  Had Titan
valued the options using a fair market value method (as required
under SFAS 123) such as the Black-Scholes option pricing model,
there would be an increase in employee and director compensation
costs charged to income of $146,360 in 2001, $NIL in 2000,
$131,877 in 1999, and $Nil in 1998, 1997 and 1996.  Thus, in the
case of Titan, US GAAP results in an increase to compensation
totaling $146,360, as described more fully in Note 8 h) to the
audited financial ended October 31,2001 year end of Titan. This
difference is also reflected in the loss per share calculations
as set-forth in the table referred to above in Item 8 - "Selected
Financial Data", together with the impact of the escrow shares,
as noted in the discussion above.

ANNUAL REPORT OVERVIEW OF BUSINESS OPERATIONS FOR THE YEAR

During 2001 we focused on further development of Titan's
proprietary stock market trading analytics software called
MarketWatch and Expresswatch. Our core competencies now include
three key elements of an integrated real time stock market
trading technology described above.

RESULTS OF OPERATIONS IN PRIOR PERIODS

FYE OCTOBER 31, 2000 COMPARED TO FYE OCTOBER 31, 1999

The company remained in a development stage during the fiscal
year ended October 31, 2000. The loss for the year was $659,069,
or $.07 per share. This compares to a loss of $614,983 or $.07
per share, for the fiscal period ended October 31, 1999. Total
expenses were higher in part due to a sharp increase in investor
relations expenses during the period, which rose to $111,582,
compared to $19,233 the year before. Management fees for the
period rose to $114,322 compared to $61,308 in 1999, as the Board
approved a one time in five-year management bonus payment in lieu
of an absence of any pension contributions to senior management.

Professional fees dropped to $31,126 compared to $79,770 in the
1999 year, during which we incurred substantial expenses clearing
SEC registration of our securities in the United States. The
largest single expense in 2000 was for amortization of our
software and systems development costs that totaled $188,584.
This compares to amortization of $180,532 in the 1999 fiscal
period. We made expenditures of $226,423 in new software and
systems development in the current year. This compares to
$141,778 in the year 1999.  We generally write these costs off
over a three-year period.  This period's amortization cost was
higher due to a write-off of prior year charges on components of
software not included in current product offerings. The overall
increases were mainly due to our increased Internet related web
server investments and the new online charting software
development initiatives.

Total revenue for the year was only $26,505. This was generated
testing the Platinum alert stock screening subscription model,
which we never formally launched. This compares to total revenue
of $38,921 from software sales in 1999 on products we no longer
sell. Interest and other income totaled $15,605, compared to
$28,821 in the prior year.

$474,615 cash was used in operations during the year, compared to
$410,854 the previous year. 28.6% of the operating loss for the
year was from amortization expense, which is a non-cash outlay.

LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 31, 2000

At the end of the year the Company had total assets of $958,935,
cash balances of $610,398 and net working capital of $604,196.
The existing working capital of the Company is considered by
management to be insufficient to carry out the present business
plan. In order to sustain future operations in the scale
necessary to effectively carry out our business plan and achieve
our revenue goals, further equity capital will be required to
supplement existing resources.  In January 2001 we announced new
equity financings of $340,000. Negotiations on further new equity
financings are underway and we expect to announce new initiatives
during the second quarter of 2001.

FYE OCTOBER 31, 1999 COMPARED TO FYE OCTOBER 31, 1998

The company remained in a development stage during the fiscal
year ended October 31, 1999. The loss for the year was $614,983,
or $.07 per share. This compares to a loss of $392,402 or $.04
per share, for the fiscal period ended October 31, 1998. Total
expenses were higher in part due to increased costs of $79,770
for professional fees associated with filing and clearing the US
SEC registration. This is compared to ordinary course outlays for
annual professional fees of $17,934 in the previous year.

Salaries and benefits doubled during this period to $122,099 in
1999 compared to $63,224 in 1998. This resulted from additional
staffing and higher rates of remuneration being paid, in order to
bring pay rates closer to industry standards in our business.
Research and development expenses increased to $46,800 in 1999,
compared to only $3,483 in 1998. This R&D included increased
software research costs associated with new website software and
US stock screening software. It excludes $141,778 in software and
systems development expenditures during the period, capitalized
by the company and subject to amortization. Amortization expenses
increased to $180,532, compared to $140,258 in the previous year.
This was due to our increased Internet based investment and
development initiatives.

Advertising, marketing and promotion expenses dropped this period
due to marketing expenditures being postponed, as a result of the
delays in completing new website and stock screening software.
The new website software took several months longer than expected
to complete and get ready for market. Our business plan timetable
was also adversely impacted by the required management resources
to complete and clear the SEC filings, which were finally
completed in December 1999. It took eleven months from the time
of the initial filing and several revisions to ultimately get
clearance on our Form 20-F United States registration with the
SEC.

Total revenue for the year was only $38,055, including interest
and other income of $28,821. This compares to total revenue
$165,115 in 1998. The reduced revenue is the result of
significant changes in our Internet product and marketing
strategy and in our business plans as noted. Trading income was
flat for the year, compared to a gain of $70,607 in 1998. Stock
daytrading activities ended in April 1999 and in the third
quarter we ended all in-house trading activities to satisfy
regulatory issues and avoid potential regulatory conflicts
related to our status as a public company. After the decision to
end trading operations, we focused all our corporate resources on
the Internet product development and marketing strategy.

The future for potential revenues from trading related activities
will be established by newly structured strategic alliances and a
revised legal and operational structure. These plans will allow
us to exploit our trading technology directly, without potential
regulatory conflict. This restructuring will take several months
to completely implement. The reported 1999 trading loss of
$29,687 was from foreign exchange losses on US dollar trading
accounts, not from trading gains and losses. 1998 trading income
was $70,607. Trading gains made earlier this year were offset by
currency trading losses in the third quarter. Titan is not a
broker-dealer, investment advisor, or an investment company, as
defined by Canadian or United States rules. As a result of the
recurring regulatory issues raised in this connection during the
1999 SEC review, all in-house trading activity by Titan in its
present structure has been suspended until a revised business
plan for this aspect of our business and the required legal
restructuring is implemented.

$410,854 cash was used in operations during the year, compared to
$258,904 the previous year. $141,778 was invested in software and
system development. 29.3% of the operating loss for the year was
from amortization expense, which is a non-cash outlay.

LIQUIDITY AND CAPITAL RESOURCES - OCTOBER 31, 1999

Titan does not know of any other trends, demands, commitments,
events or uncertainties that will result in, or that are
reasonably likely to result in, Titan's liquidity either
materially increasing or decreasing at present or in the
foreseeable future, except as disclosed in this filing.

Long term Management Contracts with Michael Paauwe & Associates
and Michael Gossland & Associates were re-negotiated after year-
end.  New contracts were approved by the Board of Directors and
entered into effective January 2, 2000. In summary these
contracts make expenditure commitments of $22,000 per month to
December 2003 and additional amounts if not renewed at that time.

Titan has not entered into any other material commitments for
capital expenditures as of the end of the latest fiscal year end
or the subsequent interim period to the date of this filing,
except as disclosed above and does not anticipate any significant
capital purchases other than discussed above.

Titan is not aware of any material trends, favorable or
unfavorable, in its capital resources other than as discussed
here, and does not anticipate any material changes in the mix of
the relative use of these resources.

FYE OCTOBER 31, 1998 COMPARED TO FYE OCTOBER 31, 1997

At the end of this last fiscal year end reporting period, Titan
had cash balances of $1,363,816 and net working capital of
$1,340,017, compared to cash balances of $1,667,530 and net
working capital of $1,672,725 at October 31, 1997.

Total revenue for the year increased to $123,658 (not including
$41,457 in Interest and other income) compared to $92,801 (not
including $58,581 in Interest and other income) in the previous
year arising from small increases in software sales and trading
income.

Total assets dropped to $1,672,903 from $1,924,638 at October 31,
1997. This reflects a net loss in operations for the fiscal year
ended October 31, 1998 of $392,402, or $.04 per share, compared
to a net loss of $142,233, or $.02 per share in the year ended
October 31, 1997. The cash loss in operations for the fiscal
period ended October 31, 1998 was $287,898 compared to $61,560 in
the fiscal year ended October 31, 1997. The $226,338 increased
cash loss in operations came about as a result of the following
factors, in combination. Advertising, marketing and promotion
expenses jumped by $81,142 over the prior period as marketing
efforts to introduce Titan and its products to the institutional
sector were scaled up. Management fees and salaries and benefits
also increased during the period compared to the last year by
$36,110. Investor relations expenses were incurred for the first
time in the amount of $31,888 as a result of the costs of
presentations to stock brokers and potential investors in Europe
and in offshore financial markets. System testing expenses of
$42,490 were incurred, an increase from $NIL the previous year,
which sum included new increased costs from VirtualTrader related
stock day trading activities. These increased expenses include
and reflect the costs of hundreds of small scale test trades
being conducted over the internet with related commission costs,
to develop, test and validate the stock day trading software
under development. These costs do not include any costs to
demonstrate the software to potential customers but relate
strictly to net losses inclusive of commissions from test trading
hundreds of 100 lot ( the purchase of 100 shares) NASDAQ stock
trades during the development project, subsequently abandoned in
April 1999.

Pay scales of a key employee were increased and management fees
expense and software and systems development costs increased as
the result of re-negotiated base monthly contract rates effective
January 1, 1998 (see "Related Party Transactions") for officers
Paauwe and Gossland. First time management bonuses of $20,000
were paid to each of Gossland and Paauwe, and directors' fees
totaling $5,000 were paid to the two outside directors Paul
Shatzko and Robert Shatzko.  Marketing and general corporate
promotions expenses rose compared to prior periods due to efforts
to increase corporate business exposure in the US and Europe.
Payments averaging approximately US$8,000 per month since
December 1997 covering marketing promotions expenses were made to
an independent contractor who is an associate of one of the
directors. This covered general corporate promotion, initial
marketing efforts and customer and shareholder liaison expenses
in connection with the promotion and licensing of the World
Currency Trader software systems in London England, negotiations
on promotions with public relations firms in Europe, discussions
and negotiations with US market makers for sponsorship on a US
bulletin board listing for Titan, promotion to offshore
investment groups of the World Currency Trader software systems,
presentations of Titan's technology to Canadian banks, Canadian
brokerages and high net-worth investors, negotiations on product
reseller arrangements with US firms, evaluation, monitoring and
reporting on the growth of new online trading and the impact on
VirtualTrader development, and ongoing monthly market research
and reporting.

During this period Titan licensed its World Currency Trader
software for a period of twelve months to an international money
manager based in London. This resulted in the securing of an
independent testimonial as to the profitability of the World
Currency Trader software when applied to currency hedging in
international stock portfolio management following use by this
client. This testimonial is expected to form the basis for future
European software marketing efforts.

Expenditures on software and systems development during the
period were $198,718. This compares to expenditures of $146,134
in the fiscal year ended October 31, 1997. These expenditures on
software and systems development were primarily the result of
developing the stock day-trading and position trading simulations
capability of the VirtualTrader software and the costs of solving
related stock market data conversion problems necessary to
facilitate the development of that that application. Of the total
software and systems development expenditures of $198,718
reported during this period, an estimated $138,000 is attributed
to developing the stock trading capabilities and solving the
related data conversion problems. Out of the balance of $60,718
in expenditures, an estimated $41,000 is allocated to
VirtualTrader software debugging and $19,718 to final development
of the Stock Index Trader software. No portion of these costs are
attributable to losses from trades, which are reported under
System testing as noted above.

The main development project on the VirtualTrader stock day-
trading software application neared completion during this
period. Trading income improved over prior period testing results
because the position trading software went formally online in
April of 1998. Trading income of $70,607 offset system testing
expenses for the year of $42,490. Actual trading operations
started to contribute to operations. In sum, the better
contribution to operations from trading during this period in the
sum of $70,607 is the result of having substantially completed
trading system development of the stock index trading software
effective in April 1998.

Cash balances were supplemented by the exercise in May 1998 of
$131,250 in broker warrants by Yorkton Securities Inc. of
Calgary, Alberta, Canada.  These agent warrants were still
outstanding from the agency agreement related to the initial
public offering completed in British Columbia in July, 1996. This
exercise of broker warrants contributed funds to increase
expenditures on travel, corporate promotion and investor
relations. Travel, marketing and promotion expenditures increased
as the result of efforts to promote Titan's software and systems
technology to new potential US Canadian and European
institutional clients.

A first stage direct mail campaign on the VirtualTrader software
product was initiated during the second quarter with limited
results. The effectiveness of advertising and marketing programs
to date on sales of the VirtualTrader software into the futures
trading market segment has been limited.  The market size of this
segment is small and this is reflected in the relatively small
level of software sales to date.

During late 1998 the focus of further applications and software
development work on the VirtualTrader shifted to electronic, high
volume NASDAQ and NYSE stock day-trading applications.
Development of this new application resulted in unplanned delays,
extra software testing and larger development expenditures in the
most recent fiscal year. As noted above, total expenditures on
software and systems development increased by $52,584.00 over the
previous year. This was all attributable to the stock daytrading
development project.

Applications work on the VirtualTrader stock trading application
neared completion during the final quarter ending October 1998,
and as noted above, actual online system testing started in
September 1998.


ITEM 10 DIRECTORS AND OFFICERS OF TITAN

The following table sets forth, as of March 31, 2002, the names
of the directors and executive officers of Titan, the offices
held by them, and their terms of office as a director or officer.
Directors are elected by the shareholders for one year terms and
until their successors have been duly elected, and officers are
appointed by and serve at the pleasure of the Board of Directors.
TTN Escrow Capital Corp. a 30.57% shareholder of Titan, is owned
by Michael Paauwe (66.67%) and Michael Gossland (33.33%), who are
officers and directors of the Titan. Three new Directors have
been elected at the AGM, they are as follows: Mr. Roland
Kreilein, Mr. David Baird, and DR. Edward Colson. There are no
family relationships between any director or executive officer
and any other director or executive officer.

---------------------------------------------------------------
Name and municipality    Position with Titan     Commencement
of residence                                     of Service
---------------------------------------------------------------
Michael B. Paauwe       President & Director       May 1, 1994
Nanaimo,
British Columbia

Michael Gossland        Vice President,            Sept 1, 1994
Nanaimo,                Secretary, Manager
British Columbia        of Software Dev.
                        & Director

Paul Shatzko            Director                   Dec 1, 1994
West Vancouver,
British Columbia

John Austin             Director                   Dec 1, 2000
Nanaimo,
British Columbia

Roland Kreilein         Director                Appointed at AGM
Victoria,
British Columbia

David Baird             Director                Appointed at AGM
Nanaimo,
British Columbia

Dr. Edward Colson       Director                Appointed at AGM
Boca Raton, Florida

Jennifer Gee           Chief Financial Officer  Dec 1, 1994
Nanaimo,
British Columbia

Michael B. Paauwe, the founder, President and a director of
Titan, graduated in 1974 with an honors Diploma of Technology in
Financial Management (Finance) from the British Columbia
Institute of Technology, receiving the BCIT Alumni Silver Medal
for Finance, and the Dow Jones and Company - Wall Street Journal
Silver Medal for Security Analysis. After a further course of
studies, and a period of training as a tax accountant with
Revenue Canada Taxation, Mr. Paauwe was employed as a tax auditor
with the British Columbia Ministry of Finance from November 1975
to December 1983. Mr. Paauwe received a professional designation
as a Certified General Accountant in British Columbia in 1980,
retiring his membership in May of 1998.

Mr Paauwe was the founding shareholder of CDNX and TSE listed
Triant Technologies Inc. (TNT) and was its President and Chairman
for the first ten years until 1994.

Mr. Paauwe provides management, trading research and product
development services to Titan under a contract services
agreement. Mr. Paauwe devotes the majority of his time to the
business and affairs of the Titan.

Michael Gossland, M. Sc., P. Eng., is the Vice President,
Secretary, a Director, and the Manager of Software Development of
Titan. Mr. Gossland has provided full time services under
contract to Titan since September 1, 1994.  In 1976, he was
awarded the Harrington Prize for academic excellence in physics,
and he received his M.Sc. degree from the University of
Saskatchewan in 1978. In 1979, he obtained his designation as a
Professional Engineer - Electrical Branch (Association of
Professional Engineers of Ontario) and from 1986 to 1991 he was
Software Project Manager for Sciex, a division of MDS Health
Group Inc., of Toronto.

Since September, 1994, Mr. Gossland has been providing
engineering and software development services to Titan under a
contract services agreement. Mr. Gossland devotes the majority of
his time to the business and affairs of the Titan.

Paul Shatzko, M.D. a radiologist who formerly practiced in North
and West Vancouver, British Columbia, is a director of the Titan.
Since 1988 Dr. Shatzko has been the President of Mountain
Province Mining Inc.("MPV"), which in March 1995 made a major
diamond pipe discovery in the North West Territories. MPV trades
on the CDNX, Toronto Stock Exchange and previously traded on the
NASDAQ. Dr. Shatzko has held this position on a full time basis
since August, 1995. Prior to that, he devoted part of his time to
the office of President of MPV, and in addition practiced his
profession as a radiologist.

Dr. Shatzko has been involved over a number of years as a
director or officer of several other publicly traded companies,
and in addition to Titan and MPV is presently a director of
Camphor Ventures Inc.(CDNX symbol "CFV"),  Gee-Ten Ventures Inc.
(CDNX symbol "GTV") and Amex Ventures Inc. (CDNX symbol "AEX").
Dr. Shatzko devotes the time to the affairs of Titan as is
considered necessary to perform his functions as a director.

John Austin is General Manager and has been a full time employee
of Titan since November 1995.  As of December 1, 2000 Mr. Austin
was appointed to the Board of Directors. Since graduating with a
degree in Business Administration from Utah State University in
1972, Mr. Austin has held a number of marketing, service and
sales management positions, including marketing manager for TNT
between 1987 and 1991, where he was involved in the research and
development of trading software. Between 1992 and 1994 he was
engaged in the establishment, development and sale of several
private businesses. Mr. Austin manages the development of Titan's
stock screening technology and provides technical support of all
online subscription services.

Roland Kreilein is a retired businessman with business and
financial interests in German.

David Baird is a CGA, director and the Executive Vice President
of Dixion Networks Corporation, a private company that constructs
turnkey fibre optic infrastructure solutions in North America.
In each of the years 1998, 1999 and 2000, Dixon Network was
granted the prestigious award of one of Canada's 50 Best Managed
Private Companies. Mr. Baird is also a director of CDNX and TSE
listed Triant Technologies Inc.

Dr. Edward Colson is a retired surgeon and businessman whose
family is active in the real estate development, financial and
brokerage community in Florida and the Bahamas.

Jennifer Gee, Titan's Chief Financial Officer, was an independent
business and marketing consultant in Nanaimo, since September 1,
2000 Ms. Gee has become an employee working four days a week.
From 1984 until May 1994, Ms. Gee was the financial controller
for TNT and has worked for Titan as Chief Financial Officer since
June 1994.

ITEM 11.  COMPENSATION OF DIRECTORS AND OFFICERS

During the fiscal year ended October 31, 2000, the following
executive officers received compensation from Titan for
management, marketing, engineering, research and development, and
consulting services.  See Item 13 - "Interest of Management In
Certain Transactions". The compensation amounts identified below
are reported in Canadian dollars.


Name and Position                          FYE October 2001
-----------------------------------------------------------------
---------

Michael B. Paauwe,                          $  122,875
President

Michael Gossland,
Vice President, Secretary,                  $  117,175
Manager of Software
Development

John Austin
Director                                    $   68,375

Jennifer Gee                                $   35,885
Chief financial officer

Directors Fees (see below)                  $      NIL
Total Compensation
to Directors & Officers                     $  344,310

The value of unexercised stock options held by Named Executive
Officers Michael Paauwe and Michael Gossland are as follows as at
October 31, 2000: Michael Paauwe:  345,000 stock options and
Michael Gossland:  345,000 stock options.  Subsequent to the
fiscal year end, one-time bonuses were approved by the Board of
Directors and paid to Michael Gossland and Michael Paauwe in
February 2000 in the amounts of $36,000 and $44,000 respectively.
A bonus of $2,500 was paid to Jennifer Gee in December 1999.

Titan compensates directors who are not also officers of the
company ("Outside Directors") $2,500 per year for serving on the
board.  Consequently, Outside Directors Robert and Paul Shatzko
received no payment for the year 2001. Titan does not compensate
directors who are also officers of the company for acting as
directors, and Titan has not set-up or paid out on any pension,
retirement or similar plans for directors or officers.

ITEM 12.  OPTIONS TO PURCHASE SECURITIES FROM TITAN AND
SUBSIDIARIES

OPTIONS

Amendment to Stock Option Plan in accordance with CDNX policy

The Company has in place an existing Stock Option Plan for the
purposes of attracting and motivating the Company's directors,
officers, employees, employees of the Company's management
company, consultants and other persons providing ongoing services
to the Company, as contemplated under applicable securities
legislation (collectively the "Optionees"). These are intended to
strengthen shareholder value and advance the Company's interests
by affording such persons with an opportunity to acquire an
equity interest in the Company through stock options.

In order to make the Company's existing and shareholder approved
Stock Option Plan correspond to the new stock option policies of
the Canadian Venture Exchange (the "Exchange"), the board of
directors of the Company has, subject to the acceptance of the
Exchange and shareholder approval, adopted an amended and
restated stock option plan (the "Amended Plan"). On March 2nd,
2001, the Company received conditional acceptance by the Exchange
of the announced repricing and term amendments to options for
1,250,000 shares made by the Board previously under the existing
Plan, subject to disinterested shareholder approval. The Amended
Plan incorporates the following changes:

1.   In accordance with current Exchange policies, vesting of
stock options will now be permitted to occur over a period of 18
months (instead of 24 months) in equal quarterly installments,
provided that where a stock option is granted for a term of less
than 18 months the applicable vesting requirements shall be at
the discretion of the board of directors, subject to the
acceptance of the Exchange;

2.   In accordance with current Exchange policies, the exercise
price of stock options granted under the Amended Plan may now be
fixed at a discount from the market price of the Company's
shares;

3.   In accordance with current Exchange policies, the period
within which an option must be exercised by an optionee after
ceasing to be a director, officer or employee of the Company has
been extended from 30 days to 90 days, provided that options
granted to individuals engaged in investor relations activities
will continue to expire within 30 days after such individual
ceases to be employed to provide such activities;

4.   In accordance with current Exchange policies, shareholder
approval to the granting of an option to an "insider" will no
longer be required, however, "disinterested shareholder" approval
for any material amendment to an option held by an "insider" such
as a reduction in the exercise price or extension of the expiry
date thereof must continue to be obtained prior to the exercise
of such options.

In all other material respects, the Amended Plan is the same as
the Company's existing Stock Option Plan. A copy of the Amended
Plan is available to any member of the Company upon request.

Under the policies of the Exchange, the Amended Plan must be
approved by the "disinterested shareholders" of the Company prior
to becoming effective. For the purposes of the policies of the
Exchange "disinterested shareholder" approval requires the
approval of a majority of votes cast at a shareholders' meeting
other than votes attaching to securities beneficially owned by
insiders to whom shares may be issued pursuant to the Amended
Plan and their associates. To management's knowledge, as of the
date of this Information Circular, a total of 3,120,101 shares of
the Company are held by insiders of the Company to who options
may be granted under the Amended Plan, which shares will not be
eligible to be voted for the purposes of approving the Amended
Plan.

The existing Stock Option Plan allows a maximum of 1,771,400
shares reserved for issuance inclusive of existing options under
the Plan, representing 20% of the issued and outstanding shares
of the Company at the time the existing Stock Option Plan was
approved.

The Amended Plan will allow a maximum of 1,936,593 shares
reserved for issuance inclusive of existing options under the
Plan, or 20% of the issued and outstanding shares as of the date
hereof.

Under the policies of the Exchange, the Company may grant options
to purchase up to 20% of the issued and outstanding shares of the
Company at any one time. It is management's intention to grant
further options only when necessary or desirable to promote the
long term best interests of the Company and only where such
options are permissible under the policies of the Exchange. The
Company may eliminate the necessity of obtaining shareholder
authorization for each specific grant of options during the
ensuing year by obtaining shareholder approval to increase the
number of shares reserved for issuance under the Amended Plan at
this time. This will reduce ongoing legal and the administrative
costs of the Amended Plan. Under the policies of the Exchange,
such authorization must be approved by the disinterested
shareholders of the Company.

The Company intends, concurrently with the adoption of the
Amended Plan, to amend all outstanding options granted pursuant
to the original Plan to comply with the Amended Plan:

(a)   amend 255,000 options granted on January 16, 2001 pursuant
to the existing Plan exercisable at $0.61 per share until January
16, 2006 to be pursuant to the Amended Plan.

Amend the exercise price of 1,250,000 existing stock options to
$0.61 per share and to extend the term of the existing stock
options to January 16, 2006 and amend those granted pursuant to
the original Plan to be pursuant to the Amended Plan.

Accordingly, at the Meeting the disinterested shareholders of the
Company were asked to consider and carried the following
resolutions.

RESOLVED, as an ordinary resolution, THAT;

1.   The Amended and Restated Stock Option Plan (the "Amended
Plan") be and the same is hereby adopted and approved and that
the directors of the Company be and are hereby authorized to take
all steps as are deemed necessary or advisable by the directors,
to do all such further acts as are required to be done and make
any further amendments or revisions to the Amended Plan, without
further shareholder approval, as may be required by the Canadian
Venture Exchange or any other stock exchange upon which the
Company's shares may be listed for trading from time to time, in
order to cause the Amended Plan to fully comply with the
requirements of the Canadian Venture Exchange or such other
exchange and to fully carry out this resolution; and

2.   The directors of the Company be and are hereby authorized to
grant from time to time at their discretion options to purchase
up to a maximum of 1,936,593 common shares of the Company under
the Amended Plan, subject to the policies of the Exchange.

3.   The directors of the Company be and are hereby authorized to
amend the existing 255,000 stock options granted pursuant to the
original Plan to be pursuant to the Amended Plan.

4.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 430,000 stock
options granted to Michael Paauwe to the amended price of $0.25
per share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

5.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 415,000 stock
options granted to Michael Gossland to the amended price of $0.25
per share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

6.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 290,000 stock
options granted to Paul Shatzko to the amended price $0.25 per
share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

7.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 130,000 stock
options granted to Robert Shatzko  to the amended price $0.61 per
share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

8.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 210,000 stock
options granted to John Austin  to the amended price $0.25 per
share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

9.   The directors of the Company be and are hereby authorized to
amend the exercise price and expiry date of the 30,000 stock
options granted to Jennifer Gee  to the amended price $0.25 per
share and to extend the term of the existing stock options to
January 16, 2006 and then amend the stock options granted
pursuant to the original Plan to be pursuant to the Amended Plan.

Pursuant to the provisions of the existing approved Stock Option
Plan of the Company, the above options had their exercise price
reduced form $0.61 to $0.25. Re-pricing was approved by a
majority of disinterested shareholders at the Annual General
Meeting of the Company on April 19th, 2002, the number of existing
stock options issued to each person above was reduced over the
existing stock options previously granted and approved by the
shareholders.  There was no proposed change in the Stock Options
Plan to the existing vesting period, nor was there any change
made to the existing term on existing stock options.

Proposed reductions in the number of stock options granted was
agreed to by the recipients affected, subject to the shareholder
the re-pricing approval. This was done to facilitate additional
grants to new directors and consultants to the Company.

Name of            # of under   Reductions*  Revised    expiry
Holder           shares option                totals     date
Michael B. Paauwe   430,000      (55,000)    375,000  Jan 16, 2006
Michael Gossland    415,000      (55,000)    360,000  Jan 16, 2006
Paul Shatzko        290,000     (150,000)    140,000  Jan 16, 2006
John Austin         210,000      (10,000)    200,000  Jan 16, 2006
Jennifer Gee         30,000        NIL        30,000  Jan 16, 2006
Robert Shatzko      130,000        NIL       100,000  Jan 16, 2006

* the reductions were subject to approval of the re-pricing of
the stock options from $.61 to $.25 per share. Re-pricing was
approved at the April 19, 2002 AGM.

Certain of the directors and officers, as well as employees who
are not directors or officers of Titan, have been granted
incentive stock options to purchase Common Shares of Titan at
various prices.

Certain of the directors and officers, as well as employees who
are not directors or officers of Titan, have been granted
incentive stock options to purchase Common Shares of Titan at
various prices.  As of October 31, 2001 the following total
number of Company stock options are outstanding:

---------------------------------------------------------------
Holders            Number of    Exercise Price       Exp Date
                Common Shares
---------------------------------------------------------------
Directors as      1,475,000(i)      $0.61          Jan 16, 2006
a group              10,000         $0.50          May 8, 2006
Officers as
a group              30,000(i)      $0.61          Jan 16, 2006
                  ---------
Total             1,515,000


(i) As stated above the Company proposes to have their exercise
price reduced subject to the approval by the Exchange and is
subject to disinterested shareholder approval, 955,000 shares are
to be re-priced to $0.25 per share, with the term to expire
January 16, 2006.

As of April 9, 2002 the following total number of Company stock
options are outstanding:

--------------------------------------------------------------
Holders               Number of   Exercise Price    Exp Date
                   Common Shares
-------------------------------------------------------------
Directors as )       1,745,000        $0.25       Jan 16, 2006
a group      )          10,000        $0.50       May 8, 2006

Officers as a group     60,000        $0.25       Jan 16, 2006
Consultant              20,000        $0.50       May 8, 2006
                     ---------
Total                1,835,000

WARRANTS

Warrants outstanding as at March 31, 2002

550,000 warrants     $0.61  to January 10, 2003
130,000 warrants     $0.61  to January 28, 2003

Total 680,000 warrants


ITEM 13.   INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

MATERIAL TRANSACTIONS

It is Titan's policy in related-party transactions is to try to
ensure that the cost and payment terms of related party
transactions reflect costs of similar arm's-length transactions,
in accordance with normal Canadian business practices and with
due consideration for the impact of Canadian income taxes
requirements. Canadian income tax asset acquisition and
disposition rules deem non-arm's length transactions to be
accounted for as if completed at fair market value and can impose
tax penalties where such transactions are not recorded in the
accounts at the fair market value. Titan completes all non-arm's
length transactions at fair market value as a matter of policy to
avoid any such taxation issues.

The following are descriptions of material transactions between
Titan and its management.

From May 1994 to October 31, 1995, through his independent
management and financial consulting firm, Michael B. Paauwe and
Associates (a sole proprietorship), Mr. Paauwe (the President and
a director) provided corporate and financial management, trading
software research and product development contract services to
Titan under an oral arrangement, pursuant to which he received a
monthly fee of $5,000 until December 31, 1994, and of $6,000
thereafter, plus reimbursement of expenses.  On November 1, 1995
the terms of the arrangement were reduced to writing, and have
continue since that time to the present. A long term Management
Contract with Michael Paauwe & Associates was re-negotiated after
year-end. The new contract were approved by the Board of
Directors and entered into effective January 2, 2000. This
contract makes expenditure commitments of $12,000 per month to
December 2003 and additional amounts if not renewed at that time.

From September 1994 to October 31, 1995, through his independent
software design and engineering consulting firm, Michael Gossland
and Associates, Mr. Gossland (an officer and director) provided
software engineering and development contract services to Titan
under an oral arrangement, pursuant to which he received a
monthly fee of $5,000 until December 31, 1994, and of $6,000
thereafter, plus reimbursement of expenses. Effective November 1,
1995 the terms of the arrangement were reduced to writing, and
have continue since that time to the present. A long term
Management Contract with Michael Gossland & Associates was re-
negotiated after year-end. The new contract were approved by the
Board of Directors and entered into effective January 2, 2000.
This contract makes expenditure commitments of $10,000 per month
to December 2003 and additional amounts if not renewed at that
time.

Except for the description of the services to be performed there
under, the written agreements between Titan and Paauwe and the
Titan and Gossland (the "Services Agreements") contain identical
provisions.  Each has an initial term of three years, subject to
renewal for further terms of two years, at a monthly fee to be
agreed from time to time (the "Fee"), but currently not less than
$12,000 and $10,000 per month respectively, plus reimbursement of
expenses.  Each of the Agreements also provides for the payment
of an annual bonus (the "Bonus") of $8,640 and $7,200
respectively.  Titan may terminate these Services Agreements at
any time on 30 days written notice.  If it terminates otherwise
than for a material and substantial failure to perform the agreed
services by Paauwe or Gossland, as the case may be, the Services
Agreements provide for payment of a lump sum equal to 12 times
the Fee then in effect plus any unpaid Bonus (the "Lump Sum") if
terminated during the initial term, and an amount to be
negotiated, but not less than the Lump Sum, if terminated
thereafter.  The latter provision applies as well to a failure by
Titan to renew the Services Agreement. If terminated for a
material and substantial breach of their obligations, Paauwe and
Gossland, as the case may be, have a 30 day period in which to
cure the breach.  The Services Agreements may be terminated by
Paauwe and Gossland, as the case may be, on 120 days written
notice to the Titan.  The Services Agreements also contain
confidentiality provisions, and provisions for the arbitration of
disputes.

Pursuant to an agreement dated September 15, 1995 (the "Gossland
Agreement"), Michael Gossland (officer and director) assigned to
Titan at his transaction cost, all of his right, title and
interest in all software copyrights, product trademarks and
related assets in respect of NeuralEdge and Neural$.  The assets
assigned, which included the object and source codes, were
acquired pursuant to an agreement dated July 28, 1995 with
Teranet IA Incorporated and were subsequently assigned to Titan
at Mr. Gossland's cost of $20,000, of which $10,000 represented
an advance royalty payment in respect of sales of the DOS-based
version of NeuralEdge and Neural$, and certain components
thereof. There is no future royalty obligation payable by Titan
pursuant to the Gossland Agreement.

Note that these transactions were recorded in the Titan's
accounts at cost and no gain was realized by Michael Gossland on
the assignment to Titan of the software copyrights, product
trademarks and related assets in respect of NeuralEdge and
Neural$.  In addition, of the $10,000.00 of prepaid royalties in
1995 in this transaction, $6,000.00 was recovered from a third
party in 1996 and the balance of $4,000.00 was written off in
1998.  Finally, it should be noted that this transaction had no
impact on the reconciliation between Canadian and US GAAP.

In June 1994, Titan acquired certain computer equipment, and in
September 1994 it acquired certain software assets and related
products from Michael B. Paauwe (President and director), at his
depreciated cost of $2,400 and $3,500, respectively.

Titan rents certain office space from a Mr. Paauwe's spouse at a
monthly rental of $350 and from Mr. Gossland at a monthly rental
of $250.  The aggregate rents paid during FYE October 31, 1995
were $4,200 and $3,000 respectively. These rental agreements
continue to the present time at the same monthly rental amount,
which is comparable to third-party market rates for similar
office space in the areas. Effective in 1999 these monthly rental
rates were increased to $450 and $350 per month respectively.

In addition, during the fiscal year ended October 31, 1995, Titan
paid $30,000 to an associate of Paul Shatzko (a director) for
marketing consulting services under an arrangement which is no
longer in effect. The consulting services were rendered over a
10-month period, which ended in October 1995.  The services
included a preliminary market assessment of the institutional
segment of the market, assessment of the competition in the
private trader segment of the market, and analysis of financial
industry information technology trends related to Titan's
business plan.

In 1998 the, Services Agreements for Michael Gossland and Michael
Paauwe were both re-negotiated with the board of directors of
Titan and amended agreements were entered into effective January
1, 1998. The amended agreements provide for monthly compensation
of $7,667 per month for Paauwe, and $7,250 per month for
Gossland, up from $6,000 each. In addition, both Paauwe and
Gossland were paid a one-time bonus payment of $20,000 each. In
all other respects, the Services Agreements remain the same as
disclosed above.

The Services Agreements were automatically renewed on November 1,
1998 and now have renewable two-year terms effective from that
date, in accordance with the terms of the original agreements
described above. These contracts were renegotiated again
effective January 2, 2000, as noted above.

During the nine months ended July 31, 1998 Titan paid US$70,000
Shatzko (a director) for marketing consulting and promotion
services rendered during that period and US$30,000 for the period
August 1, 1998 to December 31, 1998. The services involved
marketing and promotions activities, including: (1) initial
marketing efforts; (2) customer and shareholder liaison services
in connection with the promotion and licensing of software in
London England; (3) negotiations on promotions with public
relations firms in Europe and the US; (4) meetings, discussions
and negotiations with potential US market makers for sponsorship
on a US bulletin board; (5) promotion to offshore investment
groups; (6) presentations to Canadian banks, Canadian brokerages
and high net worth investors; (7) negotiations on product
reseller arrangements with US firms; (8) evaluation and reporting
on the growth of new online trading and its impact on  product
development; and (9) ongoing market research and reporting.

In addition, certain officers and directors have an interest in
the stock options as more particularly described above.


INDEBTEDNESS OF DIRECTORS AND OFFICERS AND THEIR ASSOCIATES

During the last four years, there has been no recorded year end
indebtedness of any of the directors or officers, or any
associates of the directors or officers, to the Titan.


PART II


ITEM 14.   DESCRIPTION OF SECURITIES TO BE REGISTERED

The class of capital stock of Titan being registered hereby is
the Titan's common shares.

The issued and outstanding share capital of the Titan is
summarized as follows:

The authorized capital of Titan consists of 100,000,000 common
shares without par value.  As of March 31, 2002, 9,812,966 common
shares were issued and outstanding.  If all outstanding options
to purchase common shares were exercised, the issued common share
capital of Titan would be 10,462,068 shares. The holders of the
common shares are entitled to vote at all meetings of
shareholders, to receive dividends if, as and when declared by
the directors, and to participate ratably in any distribution of
property or assets on the liquidation, winding up or other
dissolution of Titan.  The common shares have no pre-emptive or
conversion rights.  Titan may, by way of a resolution of the
Directors and in compliance with The Company Act, purchase any of
its shares at the price and upon the terms specified in the
resolution.  No share purchase shall be made if Titan is
insolvent at the time of the proposed purchase or if the proposed
purchase would render Titan insolvent.  Unless otherwise
permitted under The Company Act, Titan must make its offer to
purchase such shares pro rata to every shareholder who holds
shares of the class or kind, as the case may be, to be purchased.
The common shares are non-assessable, and not subject to further
calls by Titan.

A total of 3,000,000 common shares ("Escrow Shares") are held in
escrow by the Montreal Trust Company of Canada ("Montreal
Trust"), 510 Burrard Street, Vancouver, British Columbia, V6C
3B9, pursuant to an escrow agreement (the "Escrow Agreement")
dated January 5, 1996 by and between Titan, Montreal Trust, and
TTN Escrow Capital Corp., a private British Columbia company the
outstanding voting shares of which are held 66.67% by Michael
Buchanan Paauwe and 33.33% by Michael Gossland.  The Escrow
Shares were purchased for cash at a price of $0.01 per share.
They represent approximately 33.87% of the issued and outstanding
common shares.

In general, the Escrow Agreement was devised to create a long-
term incentive for the beneficial owners of the shares (Michael
Paauwe and Michael Gossland) to act in the long-term interest and
for maximum profitability of Titan, in accordance with the
policies of the Canadian Venture Exchange.  Previously, the
shares were subject to an earn-out formula based on cumulative
net positive cash flow, and could not be released for trading
until thresholds of net profitability were reached.  previously,
any escrow shares not released after ten years are automatically
canceled.

Amendment to Existing Escrow Agreement approved at April 19th AGM

Pursuant to the Escrow Agreement dated January 5, 1996 there are
3,000,000 shares of the Company held in Escrow by Computershare
Investor Services Inc. registered in the name of TTN Escrow
Capital Corp. a private company controlled by Michael Paauwe and
Michael Gossland, directors of the Company.

The Board of Directors approved and at the AGM held April 19th
2002, shareholders approved adoption by the Company of the new
regulatory guidelines which permit existing escrow agreements to
be amended to reflect new release criteria outlined in the
proposed new uniform escrow regime by Canadian Securities
Administrators (CSA) on new public distributions.

The Canadian Venture Exchange ("Exchange"), in conjunction with
the Canadian Securities Administrators (CSA), and pursuant to CSA
Notice 46-302 - Consent to Amend Existing Escrow Agreements, has
developed guidelines under which it will permit existing escrow
agreements to be amended to reflect the release terms included in
the proposed uniform escrow regime outlined in CSA Notice 46-301
- Proposal for Uniform Terms of Escrow Applicable to Initial
Public Distributions (the "National Proposal") and Exchange
Policy 5.4 - Escrow and Vendor Consideration (the "Exchange
Escrow Policy").

The original Escrow Agreement provides that the number of escrow
shares to be released is the number of shares equal to the amount
of cumulative cash flow, not previously applied towards release,
and divided by the earn-out price. Escrow shares may be released
only once during the Company's financial year. The release
calculation must be based on the Company's annual audited
financial statements for the year or years during the release
requirements were met in respect of the escrow shares to be
released.

"cash flow" means net income or loss before tax, adjusted to add
back the following expenses:

(a)  depreciation,
(b)  amortization of goodwill and deferred research and
     development costs, excluding general and
     administration costs,
(c)  expensed research and development costs, excluding
     general and administrative costs, and
(d)  any other amounts permitted or required by the
     Superintendent.

" earn out factor" means the number obtained by squaring the
performance share percentage, expressed as a decimal, and
multiplying by four.

"earn-out price" means the IPO price multiplied by the earn-out
factor.

"performance share percentage" means the percentage, determined
on the date Titan's shares were first listed on the Exchange,
that the escrow shares were of the total issued and outstanding
voting shares of Titan.

The Escrow Agreement provides that any shares not released from
escrow 10 years from the later of the date of the issue of the
shares and the date of the receipt for the Issuer's prospectus on
its IPO will be surrendered for cancellation. To date no shares
have been released from escrow.

The Canadian Venture Exchange ("Exchange"), in conjunction with
the Canadian Securities Administrators (CSA), and pursuant to CSA
Notice 46-302 - Consent to Amend Existing Escrow Agreements, has
developed guidelines under which it will permit existing escrow
agreements to be amended to reflect the release terms included in
the proposed uniform escrow regime outlined in CSA Notice 46-301
- Proposal for Uniform Terms of Escrow Applicable to Initial
Public Distributions (the "National Proposal") and Exchange
Policy 5.4 - Escrow and Vendor Consideration (the "Exchange
Escrow Policy").

Issuers must obtain Exchange acceptance of the amendments to
escrow agreements to reflect the release terms of the National
Proposal. In order to obtain Exchange acceptance of the
amendments, Issuers must comply with the requirements outlined
below, which include additional requirements to those contained
in CSA Notice 46-302:

- The issuer's directors must have approved the amendment.
- All parties to the existing escrow agreement, except parties
whose shares are no longer in escrow, must have agreed to the
amendment.
- The issuer must have obtained any exchange approvals required
by the existing escrow agreement.
- The amendment must have been approved by a majority vote of the
shareholders of the issuer, or consented to by shareholders
holding a majority of the shares of the issuer, excluding in each
case escrow shareholders and their affiliates and associates.
- The amendment to the release terms must apply to all shares in
escrow relating to the original transaction agreement.
- Once the escrow agreement has been amended and all conditions
in this Notice have been met, the issuer must issue a news
release at least 60 days prior to the first release under the
amended escrow agreement notifying the market of the amendment
and the new escrow release terms.
- The issuer's escrow classification (Tier 1 Issuer/Tier 2
Issuer) must be determined at the date of the news release.
- The news release must set out the date of the first release
under the amended escrow agreement.
- The first release date must be at least 60 days after the news
release.
- If the issuer is an exempt issuer, all escrow shares may be
released, subject to the 10% limit below.
- The new release schedules must be accepted by the Exchange and
will be either the schedules included in the National Proposal
for those emerging or established Issuers, or those included in
the Exchange Escrow Policy, subject to the 10% limit below.
- The number of shares to be released from escrow at any one time
may not exceed 10% of the issuer's outstanding shares at the time
of release. Shares remaining in escrow after the last scheduled
release will continue to be released at 6-month intervals until
all shares are released from escrow.
- Each release of escrow shares must be pro rata.
- In order to obtain Exchange acceptance of the amendment to the
escrow agreement, the Issuer must file with the Exchange:
- a description of the terms of the original transaction,
pursuant to which the escrow shares were issued;
- a description of the terms of any other escrow securities
and the circumstances under which they were issued;
- the proposed amended release schedule; and
- a $300 processing fee.
- Once Exchange acceptance of the amended agreement has been
received, the Issuer must file with the Exchange, in addition
to any other securities regulator or securities regulatory
authority in all jurisdictions where the original escrow
agreement was filed:
- a copy of the amended escrow agreement; and
- a certificate of a director or senior officer of the issuer
confirming that the escrow agreement has been amended in
accordance with this Bulletin and CSA Notice 46-302, Consent
to Amend Existing Escrow Agreements, and that all conditions
to the amendment have been met.

The shareholders at the Meeting will be asked to approve by a
majority vote of the shareholders of the issuer, or consented to
by shareholders holding a majority of the shares of the issuer,
excluding in each case escrow shareholders and their affiliates
and associates, an amendment to the existing Escrow Agreement to
reflect the release terms included in the proposed uniform escrow
regime outlined in CSA Notice 46-301 - Proposal for Uniform Terms
of Escrow Applicable to Initial Public Distributions (the
"National Proposal") and Exchange Policy 5.4 - Escrow and Vendor
Consideration (the "Exchange Escrow Policy") on the most
favorable release schedule as may be accepted by the Exchange.

With the shareholder approval at the AGM dated April 19th, 2002,
the shares held in escrow under the amended Escrow Agreement will
now be released from escrow in equal tranches at 6 month
intervals over 36 months (i.e., 15% of each principal's holding
released in each tranche) with 10% of each principal's holding
exempt from escrow or if required by the Exchange in tranches at
6 month intervals over 72 months with 5% every 6 months from
Exchange Acceptance for the first 24 months and thereafter 10%
every 6 months thereafter.

Shares held by TTN Escrow Capital Corp. and any other
shareholders with a direct or indirect interest in the Escrow
Shares were not counted for the purpose of determining whether
the required level of shareholder approval was obtained.

With Exchange approval for the conversion of the Escrow Shares
from performance-release shares to time-release shares, the
3,000,000 Escrow Shares will be released whether or not the
Company generates cash flow, and no shares need to be given up by
TTN Escrow Capital Corp.

The Board of Directors recommended that shareholders vote in
favour of the amendment transaction, as the escrow shares provide
a continuing long term incentive and motivation to Messrs. Paauwe
and Gossland in their roles as management officers and directors,
which continuing incentive is considered by the Directors to be
in the best interests of the Company. See POTENTIAL ADVERSE RISK
FACTORS TO BE CONSIDERED NOW AND AT THE AGM on page 6 of this
Information Circular. Disinterested shareholders approved the
Escrow Share Agreement amendments at the AGM dated April 19th,
2002.


PART III


ITEM 15.  DEFAULTS UPON SENIOR SECURITIES

Titan has not defaulted on any payment with respect to any
indebtedness.


ITEM 16.  CHANGES IN SECURITIES, CHANGES IN SECURITY FOR
REGISTERED SECURITIES AND USE OF THE PROCEEDS

There have been no changes made to the rights of the holders of
Titan's securities.


PART IV


ITEM 17.   FINANCIAL STATEMENTS

The financial statements of Titan have been prepared on the basis
of Canadian generally accepted accounting principles.
Differences between Canadian and U.S. generally accepted
accounting principles are set out in Note 8 to the audited
financial statements dated October 31, 2001.

Copies of the audited Financial Statements for the fiscal period
ended October 31, 2001 follow.


AUDITORS'  REPORT


To the Shareholders of
Titan Trading Analytics Inc.

We have audited the consolidated balance sheets of Titan Trading
Analytics Inc. as at October 31, 2001 and 2000 and the
consolidated statements of operations and deficit and cash flows
for each of the years in the three year period ended October 31,
2001.  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.

With respect to the consolidated financial statements for each of
the years in the two-year period ended October 31, 2001, we
conducted our audits in accordance with Canadian generally
accepted auditing standards and United States generally accepted
auditing standards.  With respect to the consolidated financial
statements for the year ended October 31, 1999, we conducted our
audit in accordance with Canadian generally accepted auditing
standards.  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, 2001 and 2000 and the results of its
operations and cash flows for each of the years in the three year
period ended October 31, 2001 in accordance with generally
accepted accounting principles in Canada.  As required by the
Company Act (British Columbia), we report that, in our opinion,
these principles have been applied on a consistent basis.


"COLLINS BARROW"

CHARTERED  ACCOUNTANTS
Vancouver,  Canada
January 31, 2002



              TITAN TRADING ANALYTICS INC.
  (Incorporated under the laws of British Columbia)
               CONSOLIDATED BALANCE SHEET
                      OCTOBER 31

                        ASSETS      2001           2000
Current assets
Cash, due from brokers,
  and short-term investments      $375,417      $610,398
Accounts receivable                  3,813         5,769
Prepaid expenses                     1,934         5,476
                                  ----------------------
                                   381,164       621,643

Software and systems
  development (note 3)             224,250       292,695

Capital assets (note 4)             42,490        44,597
                                  ----------------------
                                  $647,904      $958,935
                                  ----------------------

                     LIABILITIES
Current liabilities
Accounts payable and
  accrued liabilities             $ 32,707      $ 17,447
                                  ----------------------

                SHAREHOLDERS'  EQUITY
Share capital (note 5)           3,715,938     3,375,938

Deficit                         (3,100,741)   (2,434,450)
                                 -----------------------
                                   615,197       941,488
                                 -----------------------
                                  $647,904      $958,935
                                 -----------------------



Approved by the Directors

"Michael B. Paauwe",  Director
-------------------
"Michael Gossland",  Director
-------------------


See accompanying notes to the consolidated
financial statements.




                 TITAN TRADING ANALYTICS INC.
        CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

                                ------------------------------
                                    Year Ended October 31
                                   2001       2000       1999
                                ------------------------------

Software and
  subscription sales          $  40,894   $  26,505   $  38,921

Trading loss                        ---         ---     (29,687)

Expenses

Advertising, marketing
  and promotion                  24,806      90,676      75,847
Amortization                    192,833     188,584     180,532
Bank charges                      2,479       2,850       1,818
Capital taxes                       ---         ---         500
Directors' fees                   5,000       5,000       5,000
Financing fees                   23,683         ---         ---
Foreign exchange loss (gain)     (4,560)      7,686         ---
Investor relations               39,182     111,582      19,233
Management fees                  64,938     114,322      61,308
Office and miscellaneous         27,297      20,786      18,001
Professional fees                32,987      31,126      79,770
Rent                              5,611       5,374       5,424
Research and development        106,023         ---      46,800
Salaries and benefits           159,425     105,056     122,099
System testing                   16,729         ---      17,391
Telephone                         9,434       9,275       6,877
Travel                           13,120       8,862      12,438
                               --------    --------    --------
                                718,987     701,179     653,038
                               --------    --------    --------
                               (678,093)   (674,674)   (643,804)
Interest and other income        11,802      15,605      28,821
                               --------    --------    --------
Net loss for the year          (666,291)   (659,069)   (614,983)

Deficit, beginning of
  the year                   (2,434,450)( 1,775,381) (1,160,398)
                                -------------------------------
Deficit, end of the year    $(3,100,741)$(2,434,450)$(1,775,381)

Net loss per share (note 7(e))   $(.07)      $(.07)      $(.07)


See accompanying notes to the consolidated financial statements.




                  TITAN TRADING ANALYTICS INC.
              CONSOLIDATED STATEMENT OF CASH FLOWS

                             ---------------------------------
                                     Year Ended October 31
                                  2001       2000      1999
                             ---------------------------------
Cash flows from (used in)
  operating activities
Net loss for the year        $(666,291)  $(659,069)  $(614,983)
Adjustments for:
Amortization                   192,833     188,584     180,532
Foreign exchange loss (gain)    (4,560)      7,686      29,378
                             ---------   ---------   ---------
                              (478,018)   (462,799)   (405,073)

Net change in non-cash
  working capital balances
Decrease (increase) in
  accounts receivable            1,956      (2,040)      2,065
Decrease (increase) in
  prepaid expenses               3,542      (4,730)        ---
Increase (decrease) in
  accounts payable and
  accrued liabilities           15,260      (5,046)     (7,846)
                             ---------   ---------   ---------
Cash used in operating
  Activities                  (457,260)   (474,615)   (410,854)
                             ---------   ---------   ---------

Cash flows used in investing
  activities
Software and systems
  development                 (104,889)   (226,423)   (141,778)
Acquisitions of
  capital assets               (17,392)   (14,861)     20,799)
                             ---------   ---------   ---------
Cash used in investing
  Activities                  (122,281)   (241,284)   (162,577)
                             ---------   ---------   ---------

Cash flows from financing
  activities
Issuance of common shares      340,000     572,976         ---
                             ---------   ---------   ---------

Cash from financing
  Activities                   340,000     572,976         ---
                             ---------   ---------   ---------

Foreign exchange gain
  (loss) on cash held in
  foreign currency               4,560      (7,686)    (29,378)
                             ---------   ---------   ---------

Net decrease in cash
  during the year             (234,981)   (150,609)   (602,809)

Cash, due from brokers,
  and short-term investments,
  beginning of the year        610,398     761,007   1,363,816
                             ---------   ---------   ---------

Cash, due from brokers,
  and short-term investments,
  end of the year             $375,417    $610,398    $761,007


See accompanying notes to the consolidated financial statements.




                  TITAN TRADING ANALYTICS INC.
        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                      OCTOBER 31, 2001

1.  General information

The company develops and markets online stock market trading
analytics applications for stock traders.  In prior years the
company was in the development stage.  It is likely that it will
be necessary for the company to raise equity financing in order
for the company to carry out its business plan for the coming
year.

2.  Significant accounting policies

These financial statements are prepared in accordance with
accounting principles generally accepted in Canada which do not
differ from those established in the United States, except as
disclosed in note 8.

a)  Consolidation - The financial statements include the accounts
of the company and of its wholly-owned subsidiary, Titan Trading
Corp.

b)  Short-term investments - Short-term investments are carried
at the lower of cost or market.  Gains and losses from trading
short-term investments are recognized as
income on the trade date.

c)  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.

d)  Software and systems development - Software and systems
development costs are amortized on a product by product basis at
the greater of (i) the ratio of gross revenues over aggregate
anticipated gross revenues or (ii) straight-line over the
remaining estimated economic life of the related products.  The
estimated economic life of the company's products does not exceed
three years.

e)  Capital assets - Capital assets are recorded at cost and
amortized at the following annual rates:
     Computer equipment       -   30% declining balance
     Furniture and equipment  -   20% declining balance

f)  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.  In addition,
the benefit of losses available to be carried forward to future
years for tax purposes that are likely to be realized are
recognized.  During the year, the company applied the provisions
of the new standards for income taxes retroactively.  Previously,
the company used the deferral method of accounting for future
income taxes.  Adoption of the new standards do not have a
material effect on the previous or current financial statements.

g)  Software and subscription sales - Revenue arising from
software and subscription sales is recognized at the time of the
sale unless the company is obligated to provide services in the
future in which case a portion of the revenue is deferred until
the services have been performed.

h)  Stock option plan - No compensation expense is recognized
when stock or stock options are issued to employees.  Any
consideration paid by employees on exercise of stock options or
purchase of stock is credited to share capital.

i)  Foreign currency translation - Foreign currency transactions
are translated using the temporal method, whereby:

i)    monetary items are translated at the rate of exchange in
effect at the balance sheet date;
ii)   non-monetary items are translated at historical exchange
rates; and
iii)  revenue and expense items are translated at the average
rate of exchange for the year.

j)  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.  Significant areas requiring the use of
management estimates relate to the determination of useful lives
of software and systems development and capital assets for
purposes of calculating amortization.

k)  Cash and cash equivalents - Cash and cash equivalents
includes highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an
insignificant risk of changes in value.  Investments with an
original maturity of more than three months are not included in
cash and cash equivalents.

3.  Software and systems development
                                       2001          2000
                                       ----          ----
Cost                                $947,877       $842,988
Accumulated amortization            (723,627)      (550,293)
                                    --------       --------
                                    $224,250       $292,695
                                    --------       --------

Software and systems development
  cost is comprised of:
                                       2001          2000
                                       ----          ----
Computer services                   $103,018       $ 38,019
Contract services                    728,095        696,432
Other                                 79,539         73,622
Rent                                  12,510         10,200
Salaries                              24,715         24,715
                                    --------       --------
                                    $947,877       $842,988

4.  Capital assets
                                           2001
                            --------------------------------
                                      Accumulated
                               Cost   Amortization    Net
                            --------------------------------
Computer equipment          $ 87,377    $ 52,970   $ 34,407
Furniture and equipment       17,777       9,694      8,083
                            --------    --------   ---------
                            $105,154    $ 62,664   $ 42,490


                                           2000
                            --------------------------------
                                      Accumulated
                               Cost   Amortization    Net
                            --------------------------------
Computer equipment          $107,673   $ 73,180   $ 34,493
Furniture and equipment       17,777      7,673     10,104
                            --------------------------------
                            $125,450   $ 80,853   $ 44,597


5.  Share capital

                                         Number
                                       of Shares    Amount
                                   ------------------------
Authorized
100,000,000 common shares,
   without par value

Issued
Issued for cash during the
  period ended October 31, 1994               1      $     1
Issued for cash                       4,114,000    1,314,900
                                   -------------------------
Balance, October 31, 1995             4,114,001    1,314,901
Issued for cash                       4,302,000    1,055,500
Share issue costs                           ---     (141,089)
                                   -------------------------
Balance, October 31, 1996             8,416,001    2,229,312
Issued for cash                         316,000      442,400
                                   -------------------------
Balance, October 31, 1997             8,732,001    2,671,712
Issued for cash                         125,000      131,250
                                   -------------------------
Balance, October 31, 1998 and 1999    8,857,001    2,802,962
Issued for cash                         275,965      572,976
                                   -------------------------
Balance, October 31, 2000             9,132,966    3,375,938
Issued for cash                         680,000      340,000
                                   -------------------------
Balance, October 31, 2001             9,812,966   $3,715,938

3,000,000 of the common shares issued during 1996 are held in
escrow with their release being subject to regulatory approval.
The release from escrow is based upon the policies of the British
Columbia Securities Commission and is based on cumulative cash
flow as defined during the ten-year period ending October 31,
2005.

The company amended its stock option plan in 2001 to provide
options to directors, officers and employees for up to 1,936,593
common shares.


                       Directors, Officers and    Common Share
                        Employee Stock Options  Purchase Warrants
                       -----------------------  -----------------
Outstanding,
  November 1, 1999
Number                          830,000                 ---
Exercise price            $0.90 to July 2001            ---
Number               90,000 vesting over two years
Exercise price          $0.85 to January 2004
Number              435,000 vesting over two years
Exercise price           $1.00 to April 2004            ---

Exercised during 2000
Number                         (25,898)
Exercise price              5,000 at $0.90
                           17,148 at $0.85
                            3,750 at $1.00

Issued during 2000
Number                          ---               250,067
Exercise price                               $2.55 to May 2001
                                          $3.00 to September 2001

Amended during 2001
Number                       1,250,000                ---
Exercise price         825,000 from $0.90 to         $0.61
                         to January 2006
                      425,000 from $1.00
                            to $0.61
                         to January 2006

Issued during 2001
Number                  255,000 vesting
                        over 18 months            550,000
Exercise price       $0.61 to January 2006        $0.61 to
                                               February 2003
Number                    250,000                 130,000
Exercise price        $0.50 to May 2006           $0.61 to
                                                March 2003

Expired during 2001
Number                     (79,102)              (250,067)
Exercise price      72,852 at $0.85 to           $3.00 to
                        January 2001           September 2001
                   6,250 at $1.00 to
                         April 2004
                   -------------------        -----------------
Outstanding,
  October 31, 2001     1,755,000                  680,000
                   -------------------        -----------------

6.  Future income taxes

The tax effect of significant temporary differences is as follows:

                                   2001            2000
                                   ----            ----
Future income tax liabilities
  related to Software and
  Systems development costs    $100,000         $135,000
                              ---------        ---------
Operating loss carry
  Forwards                    1,485,000        1,289,000
Other                            41,000           24,000
                              ---------        ---------
Future income tax assets
  before valuation
  allowance                   1,526,000        1,313,000
Valuation allowance          (1,426,000)      (1,178,000)
                              ---------        ---------
Future income tax assets        100,000          135,000
                              ---------        ---------
Net future income tax
  Liabilities                 $     ---        $     ---
                              ---------        ---------

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

A reconciliation between the company's statutory and
effective tax rates is as follows:


                                  2001          2000
                                  ----          ----
Statutory rate                     45%            46%
Unrecognized benefit of
  current year's tax loss         (45%)          (46%)
                                 -----          -----
Effective tax rate                 ---            ---
                                 -----          -----

The financial statements do not reflect the potential tax
reductions which may be available through the application
of losses of approximately $3,168,000 carried forward against
future years' earnings otherwise subject to income taxes.

The losses expire as follows:
   2002                     $  322,000
   2003                        373,000
   2004                        248,000
   2005                        470,000
   2006                        598,000
   2007                        725,000
   2008                        563,000
                            ----------
                             3,299,000

   Temporary differences      (131,000)
                            ----------
                            $3,168,000
                            ----------

7.  Other information

a)  Related party transactions
Included in the consolidated statement of operations and
deficit are the following transactions with officers and
directors and related individuals:

                               2001      2000      1999
                               ----      ----      ----
Management fees            $ 64,938  $114,322  $ 61,308
Rent                       $  5,100  $  5,100  $  5,100
Research and development   $ 83,554  $    ---  $ 16,041

Software and systems development costs incurred during 2001
includes $97,793 (2000 - $213,652) paid to officers and
directors.

At October 31, 2001, $10,159 (2000 - $736) due to officers
and directors is included in accounts payable and accrued
liabilities.

Share issue costs for 1996 include $18,000 paid to an officer
and director.

Effective January 2, 2000 contract services agreements with
officers were amended to require the company to pay monthly
fees of $22,000 to December 2003 and additional amounts if
not renewed at that time.

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

b)  Financial instruments

The company's financial instruments consist of cash, due from
brokers, and short-term investments, accounts receivable, and
accounts payable.  It is management's opinion that the company
is not exposed to significant interest, currency or credit
risks arising from these financial instruments.  The fair
values of these financial instruments approximate their
carrying values, unless otherwise noted.

c)  Geographic information

Substantially all of the company's software and subscription
sales are to customers in the United States.

d)  Foreign exchange gains and losses

Foreign exchange gains and losses arising because of changes
in the exchange rate between Canadian and United States
currency arose because of holding cash and short-term
investments.  Trading loss in 1999 includes foreign exchange
losses of $29,378.

e)  Loss per share

The net loss per share is calculated on the basis of the
weighted average number of shares outstanding during the
year which for 2001 was 9,592,473 (2000 - 8,895,091; 1999 -
8,857,001).

f)  Cash used in operating activities includes:

                                2001     2000     1999
                                ----     ----     ----
Bank charges and
  interest paid              $(2,479)  $(2,850)  $(1,818)
Interest received            $11,802   $15,604   $32,773


8.  United States accounting principles

a)  Balance sheet

There are no differences between United States generally
accepted accounting principles and Canadian generally
accepted accounting principles that would result in
material changes to the balance sheet.

b)  Short-term investments

Under United States generally accepted accounting principles,
short-term investments are recorded at market value.
At October 31, 2001 and 2000, there were no differences
between the cost and the market value of the short-term
investments.

c)  Escrow shares

Under United States generally accepted accounting principles,
the 3,000,000 common shares held in escrow are considered
contingent shares because the conditions for issuance are
not currently met and will not be met by the mere passage
of time.  When these shares are released from escrow, to
the extent their fair market value exceeds their issuance
price, compensation expense would be recognized by the
company.

d)  Share issue costs

Under United States generally accepted accounting
principles, share issue costs paid to employees are
required to be expensed.  Accordingly, share issue costs of
$18,000 paid to an officer and director in 1996 would
result in an increase in management fees expense in 1996.

e)  Cost of sales

Under United States generally accepted accounting
principles cost of sales are required to be separately
disclosed.  The cost of sales for software and subscription
sales included in expenses is comprised of:

                                  2001      2000      1999
                                  ----      ----      ----
Amortization of software
  and systems development     $173,334  $174,417  $160,236
Delivery                           877     1,866     2,419
                              --------  --------  --------
                              $174,211  $176,283  $162,655

f)  Foreign currency translation

The application of the temporal method of foreign currency
translation has not resulted in material differences from
United States generally accepted accounting principles.


8.  United States accounting principles - continued

g)  Loss per share

Under United States generally accepted accounting
principles, the loss per share is calculated on the basis
that the weighted average number of shares outstanding
during the year excludes shares which are considered
contingent shares.  On that basis:


                                 2001       2000       1999
                                 ----       ----       ----
Weighted average number
  of shares outstanding     6,592,473  5,895,091  5,857,001
                            ---------  ---------  ---------
Net loss per share           $(.10)      $(.11)     $(.11)

H)  Stock options

Under United States generally accepted accounting
principles, granting of stock options to directors,
officers and employees or repricing stock options may give
rise to a charge to income for compensation.  The company
has prepared its financial statements in accordance with
APB 25 under which stock options are measured by the
intrinsic value method whereby directors, officers and
employee compensation cost is limited to the excess of the
quoted market price at date of grant or repricing over the
option exercise price and the excess of the quoted market
price at October 31st over the quoted market price at the
date of repricing.  Since the exercise price equalled or
exceeded the quoted market price at the dates the stock
options were granted or repriced and immediately prior to
October 31st, there was no compensation cost to be
recognized.  Had the company fully adopted the
recommendations of SFAS 123 and valued the options using a
fair market value method such as the Black-Scholes option
pricing model, there would be an increase in employee and
director compensation costs charged to income of $146,360
in 2001 and $131,877 in 1999.  The weighted average grant
date fair market value of options granted in 2001 and 1999
was determined using the Black-Scholes option pricing model
assuming a risk-free interest rate of 6.50% and 7.50%; an
option life of 5 years; an expected volatility of 97%, 47%
and 36% and that no dividends would be paid until after the
expiry date of the options.

For purposes of these calculations, the estimated fair
value of the options were amortized to expense over the
vesting periods.


                                2001        2000       1999
                                ----        ----       ----
Net loss under United
  States generally accepted
  accounting principles    $(666,291)  $(659,069)  $(614,983)

Increase in directors',
  officers', and employees'
  compensation              (146,360)        ---    (131,877)
                           ---------   ---------   ---------
Net loss if SFAS
  123 adopted              $(812,651)  $(659,069)  $(746,860)
                           ---------   ---------   ---------
Net loss per share if
SFAS 123 adopted           $    (.12)  $    (.11)  $    (.13)
                           ---------   ---------   ---------

ITEM 18.   FINANCIAL STATEMENTS

Inapplicable


ITEM 19.   EXHIBITS

None


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Titan certifies that it meets all of
the requirements for filing on Form 20-F and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

TITAN TRADING ANALYTICS INC.
(Registrant)

signed "Michael Paauwe"
______________________________________
MICHAEL B. PAAUWE
PRESIDENT AND DIRECTOR
(Authorized Signatory)


DATE:  April 30, 2002