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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended: October 31, 2009

OR

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

OR

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

For the transition period from _____________ to
______________

Commission file number: 000-25289

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

Alberta, Canada(Jurisdiction of incorporation
or organization)

751, 815  8thAvenue SW, Calgary, Alberta, Canada, T2P 3P2(Address of principal
executive offices)

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

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

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

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

Common Shares Without Par Value(Title of
Class)

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

None (Title of Class)

The number of common shares outstanding as of October 31, 2009:
58,317,878.

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

Yes
[   ]   No [X]

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

Yes
[   ]No [X]

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

Yes
[X]   No [   ]

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

(Check one):

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

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

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

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

Item 17 [X]Item 18
[   ]

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

Yes [   ]No [X]

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

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

Yes [  
]No [   ]

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TABLE OF CONTENTS

Titan Trading Analytics Inc. Form 20-F Annual Report

Table of Contents

|PART I   |                                                                  | 6 
|-------- | ---------------------------------------------------------------- | --
|ITEM 1:  | IDENTITY OF DIRECTORS, SENIOR
      MANAGEMENT AND ADVISORS      | 6 
|ITEM 2:  | OFFER STATISTICS
      AND EXPECTED TIMETABLE                    | 6 
|ITEM 3:  | KEY INFORMATION                                                  | 6 
|A.       | Selected
      Financial Data                                    | 6 
|B.       | Capitalization and Indebtedness                                  | 7 
|C.       | Reasons
      for the Offer and Use of Proceeds                  | 7 
|D.       | Risk Factors                                                     | 7 
|ITEM 4:  | INFORMATION
      ON THE COMPANY                                 | 11
|A.       | History and Development of the Company                           | 11
|B.       | Business
      Overview                                          | 12
|C.       | Organizational Structure                                         | 22
|D.       | Property,
      Plants and Equipment                             | 22
|ITEM 4A: | UNRESOLVED STAFF COMMENTS                                        | 22
|ITEM 5:  | OPERATING AND
      FINANCIAL REVIEW AND PROSPECTS               | 22
|A.       | Operating Results                                                | 23
|B.       | Liquidity
      and Capital Resources                            | 25
|C.       | Research and Development, Patents and Licenses, etc              | 26
|D.       | Trend
      Information                                          | 27
|E.       | Off-balance Sheet Arrangements                                   | 27
|F.       | Tabular
      Disclosure of Contractual Obligations              | 27
|ITEM 6:  | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES                 | 27
|A.       | Directors
      and Senior Management                            | 27
|B.       | Compensation                                                     | 28
|C.       | Board
      Practices                                            | 30
|D.       | Employees                                                        | 34
|E.       | Share
      Ownership                                            | 34
|ITEM 7:  | MAJOR SHAREHOLDERS AND RELATED
      PARTY TRANSACTIONS          | 37
|A.       | Major
      Shareholders                                         | 37
|B.       | Related Party Transactions                                       | 40
|C.       | Interests
      of Experts and Counsel                           | 41
|ITEM 8:  | FINANCIAL INFORMATION                                            | 41
|A.       | Consolidated
      Statements and Other Financial Information    | 41
|B.       | Significant Changes                                              | 42
|ITEM 9:  | THE OFFER AND
      LISTING                                      | 42
|A.       | Offer and Listing Details                                        | 42
|B.       | Plan
      of Distribution                                       | 43
|C.       | Markets                                                          | 43
|D.       | Selling
      Shareholders                                       | 44
|E.       | Dilution                                                         | 44
|F.       | Expenses
      of the Issue                                      | 44
|ITEM 10: | ADDITIONAL INFORMATION                                           | 44
|A.       | Share
      Capital                                              | 44
|B.       | Articles of Incorporation                                        | 44
|C.       | Material
      Contracts                                         | 45
|D.       | Exchange Controls                                                | 46
|E.       | Taxation                                                         | 46
|F.       | Dividends and Paying Agents                                      | 54
|G.       | Statement
      by Expert                                        | 54
|H.       | Documents on Display                                             | 55
|I.       | Subsidiary
      Information                                     | 55
|ITEM 11: | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK | 55

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|ITEM
      12:  | DESCRIPTIONS
      OF SECURITIES OTHER THAN EQUITY SECURITIES                      | 55
|--------------- | ---------------------------------------------------------------------------------- | --
|                |                                                                                    |   
|PART
      II   |                                                                                    | 56
|ITEM
      13:  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 56
|ITEM
      14:  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 56
|ITEM
      15:  | CONTROLS
      AND PROCEDURES                                                      | 56
|A.              | Disclosure
      Controls and Procedures                                           | 56
|B.              | Management/Annual
      Report on Internal Controls over Financial Reporting       | 56
|C.              | Attestation
      Report of the Registered Public Accounting Firm                  | 57
|D.              | Changes
      in Internal Control Over Financial Reporting                         | 57
|ITEM
      16A: | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 57
|ITEM
      16B: | CODE
      OF ETHICS                                                               | 57
|ITEM
      16C: | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 57
|ITEM
      16D: | EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES .                 | 58
|ITEM
      16E: | PURCHASES
      OF EQUITY SECURITIES BY AFFILIATED PURCHASERS                      | 58
|                |                                                                                    |   
|PART
      III  |                                                                                    | 59
|ITEM
      17:  | FINANCIAL
      STATEMENTS                                                         | 59
|ITEM
      18:  | FINANCIAL
      STATEMENTS                                                         | 91
|ITEM
      19:  | EXHIBITS                                                                           | 91

NOTE REGARDING FORWARDLOOKING STATEMENTS

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

CURRENCY AND EXCHANGE RATES

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

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U.S. Dollars Per Canadian Dollar

Year Ended October 31,

|                   | 2009   | 2008   | 2007   | 2006   | 2005   | 2004   | 2003   | 2002  
|------------------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------
|                   |        |        |        |        |        |        |        |       
|Average for Period | 0.8603 | 0.9690 | 0.9811 | 0.8831 | 0.8213 | 0.7634 | 0.6880 | 0.6354

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

U.S. Dollars Per Canadian Dollar

|                   | October | November | **December** | January | February | **March** | April 
|------------------ | ------- | -------- | ------------ | ------- | -------- | --------- | ------
|                   |         |          |              |         |          |           |       
|                   | 2009    | 2009     | 2009         | 2010    | 2010     | 2010      | 2010  
|High for the Month | 0.9716  | 0.9560   | 0.9611       | 0.9755  | 0.9597   | 0.9888    | 1.0039
|Low for the Month  | 0.9221  | 0.9308   | 0.9334       | 0.9384  | 0.9316   | 0.9596    | 0.9803

At December 31, 2008 the Federal Reserve Bank of New York
ceased publishing foreign exchange quotations. As of January 1, 2009 the Company
began using the closing rate for foreign exchange published by the Bank of
Canada. As of April 30, 2010, the Closing exchange rate of Canadian dollars into
United States dollars published by the Bank of Canada was US$.99885 (US$1.00 =
CDN$1.0116) .

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

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

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PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS

Not applicable.

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3: KEY INFORMATION

A.    Selected Financial Data

The following tables set forth our financial data for our
fiscal years ended October 31, 2009 back to 2005. We derived all figures from
our financial statements, which were audited by our independent auditors. This
information should be read in conjunction with our financial statements included
in this annual report.

Our financial statements included in this annual report and in
the table set forth below have been prepared in accordance with generally
accepted accounting principles in Canada, which may differ from United States
generally accepted accounting principles. A reconciliation to United States
generally accepted accounting principles is included in Note 16 to our audited
financial statements.

FISCAL YEAR ENDED:OCT 31, 2009
      OCT 31, 2008
      OCT 31, 2007 (Restated)
      OCT 31, 2006 (Restated)
      OCT 31, 2005REVENUE
      -
      -
      -
      -
      -EXPENSES
      $3,529,427
      $3,081,814
      $2,587,613
      $1,716,500
      $1.343.289INTEREST/OTH 
        ER INCOME
      $678
      $5,829
      $7,975
      -
      -NET LOSS FOR 
        YEAR 
        CDN GAAP
      $3,528,749
      $3,075,985
      $2,579,638
      $1,716,500
      $1,343,289NET LOSS FOR 
        YEAR 
        US GAAP
      $3,528,749
      $3,075,985
      $2,579,638
      $1,716,500
      $1,343,289NET LOSS PER 
        SHARE 
        CDN GAAP
      ($0.07)
      ($0.07)
      ($0.07)
      ($0.06)
      ($0.07)NET LOSS PER 
        SHARE, BASIC 
        AND DILUTED, 
        US GAAP
      ($0.07)
      ($0.07)
      ($0.07)
      ($0.06)
      ($0.07)NET WORKING 
        CAPITAL
      ($241,862)
      ($199,946)
      ($434,823)
      ($104,593)
      ($76,993)TOTAL ASSETS 
        CDN GAAP
      $869,397
      $1,528,919
      $431,402
      $455,704
      $213,066TOTAL ASSETS 
        US GAAP
      $869,397
      $1,528,919
      $431,402
      $455,704
      $213,066NET ASSETS
      $291,896
      $839,586
      ($252,053)
      ($42,158)
      ($45,994)CAPITAL STOCK
      $13,591,954
      $11,707,655
      $8,795,045
      $6,717,678
      $5,293,505


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FISCAL YEAR ENDED:OCT 31, 2009
      OCT 31, 2008
      OCT 31, 2007 (Restated)
      OCT 31, 2006 (Restated)
      OCT 31, 2005SHARES 
        OUTSTANDING
      58,317,878
      49,214,345
      37,813,699
      30,814,497
      22,646,399LONG-TERM 
        OBLIGATIONS
      NIL
      NIL
      NIL
      NIL
      NIL


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

B.   Capitalization and Indebtedness

Not applicable.

C.    Reasons for the Offer and Use of
Proceeds

Not applicable.

D.   Risk Factors

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

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

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

We were incorporated on November 30, 1993, commenced operations
in May 1994 and have yet to establish profitable business operations. To date,
we have been largely engaged in product research and development and
establishing a marketing strategy. Our accumulated deficit through October 31,
2009 is $16,692,290. Our initial products and planned services are just
beginning to become available for market release and sale. We thus have a
limited operating history and are expected to continue to incur losses and
negative cash flow in the immediate future as these new products and services
are completed and marketed. Our ability to succeed depends upon us achieving
positive cash flow, failing which we will have to seek additional financing, and
there can be no assurance that any additional financing will be available on
acceptable terms, or at all.

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

As at October 31, 2009, we had $83,162 cash and receivables
totaling $35,180.

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

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

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

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

Certain of our officers, directors and entities affiliated with
us together beneficially owned a significant portion of our outstanding common
shares as of April 30, 2010. These shareholders are able to exercise significant
influence over matters requiring shareholder approval, including the election of
directors and the approval of mergers, consolidations and sales of our assets.
This fact may prevent or discourage tender offers for our common shares.

We are in an early stage of development and there is no
assurance of market acceptance of our software.

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

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

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

Our products and services face significant competition in
the marketplace.

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

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

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

We Operate in a Highly Competitive Market

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

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

We depend on key personnel.

We depend on key personnel whose loss of service would have an
adverse effect. We depend on our Chief Technology Officer, Mr. Gossland, and our
President, and Director of U.S. Trading Operations, Mr. Carrozza, for the
success of our intended business plan. We do not have current formal employment
agreements with Mr. Gossland and Mr. Carrozza. The loss of their services would
have a materially adverse effect upon our future operating profits and
prospects.

We do not have experienced sales staff or marketing
personnel.

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

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

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

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

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

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

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

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

During the 2009 fiscal year, the closing price of our common
shares as traded on the TSX Venture Exchange ranged from $0.21 to $0.42.

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

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

We may be subject to product liability claims.

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

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

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

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

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

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

We believe that we qualify as a passive foreign investment
company (PFIC) for the fiscal year ended October 31, 2009 and may qualify as a
PFIC in the future with respect to our U.S. shareholders because our only source
of income is interest, a passive source of income under the PFIC rules.

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

ITEM 4:    INFORMATION ON THE COMPANY

A.    History and Development of the Company

We were incorporated and validly exist as a corporation under a
former Companies Act, as that term is defined in the Business Corporations
Act(British Columbia), on November 30, 1993 under the name KBK No. 24
Ventures Ltd. We changed our name to Titan Trading Analytics Inc. by filing
of an amendment to our Articles of Incorporation on November 14, 1994. The
company began trading publicly on July 24, 1996. We continued the Company under
the Business Corporations Act (Alberta) on April 26, 2005. Our registered
and records office is located at 751, 815  8th Avenue SW, Calgary,
Alberta, T2P 3P2. Our telephone number is (403) 543-2185.

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

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

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

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

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

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

2009
    2008
    2007Purchase (sale) of property and equipment
    $47,179
    $731,147
    $132,786


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

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

There are no divestitures currently in progress.

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

B.    Business Overview

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

The Company continues to expend all of its efforts developing
the TickAnalyst software and the operational infrastructure required for
full-time commercial use. The Company has yet to establish profitable business
operations and has remained in research and development mode since its
incorporation on November 30, 1993.

The Company has focused its attention on development of
software trading technology during 2003 through 2009. The target market for the
business is institutional, high net worth individual investors and trading firms
seeking a better than average return on investment and trading returns in their
portfolios. The immediate market is primarily in Canada and the United States.
Competitors include many other firms that offer trading systems. Titan believes
that few of these competitors incorporate a multi-timeframe analysis the way
Titan does and none would deliver signals generated by the same algorithm.

As of April 30, 2010 we presently have $79,77437 cash on hand
and $90,000 held in a short term investment. We need to raise additional
financing by way of private placements in order to continue to develop and
exploit our technology as planned.

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

Principal Products, Services and Markets

The target market for the business is institutional, high net
worth individual investors and trading firms seeking a better than average
return on investment and trading returns in their portfolios. The Company plans
to enter into non-exclusive agreements with institutions, trading firms and/or
high net-worth individuals to utilize the software for trading and share the
profits with those parties, or at a later stage, to license the software as a
service directly to such parties under terms. Additionally, we expect to conduct
trading operations for our own behalf and/or in joint ventures.

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

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

In June 2003, Titan acquired rights to certain automated
trading and analytic software, which it then called the Titan Order Processing
Software (TOPS), from Cignal Technologies, LLC (Cignal) and it has continued
to develop an automated trading platform based on TOPS. Cignal is owned by Mr.
Philip Carrozza, Titans US Director of Trading Operations. The Company has not
had any significant revenues in the last 6 fiscal years, ending with 2009.

The TOPS technology evolved into Titans current major product,
TickAnalyst (TickAnalyst). TickAnalyst is now beginning to establish a
real-world track record to demonstrate its potential as a revenue source.

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

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

|1. | Signus, also known internally as the blackbox, used to
      generate trading signals.           
|-- | -------------------------------------------------------------------------------------------------
|2. | TOMS, Titans Order Management Software, used to execute
      and manage trades.                
|3. | QuickTick Charting, used for financial data
      visualization.                                 
|4. | TradeViewer, used to display the results of the trading
      performance.                       
|5. | TopView and TopViewClient, used to distribute the
      real-time and historical trading signals.
|6. | Several back end data management tools used to manage
      data.                                

These parts, when assembled with other third party components,
form a complete automated trading system capable of transforming real-time
market data into executed trading orders.

The trading system controls the trading decisions while
monitoring the data arriving from the real-time data feed and looks for the
pre-defined patterns of movement in price, volume, and time. When a particular
pattern is found, a trading signal is generated.

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

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

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

Our present business plan is to market and license our
TickAnalyst software, and utilize it for our own trading operations through our
wholly owned subsidiary Titan USA.

GreyBox Trading

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

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

|1. | present the trader with high quality technical based
      trading opportunities;      
|-- | ---------------------------------------------------------------------------------------
|2. | allow the GreyBox trader to have complete control over
      which trades are executed;
|3. | automate the order entry and exit process; and                                         
|4. | manage risk on dozens of open positions with
      automation.                         

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

BlackBox Trading

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

The concept behind Titans BlackBox trading mode has three
options

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

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

Milestones

In November 2004, the Company opened an office in West Palm
Beach, Florida to be used as a base for Titans US trading operations. Mr.
Carrozza is a registered broker in Florida, and has twenty-three years
experience and is the chief trading architect behind the Companys trading logic
for Titans TickAnalyst.

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

In March, 2007, the Companyannounced the formation of a registered broker dealer with National
Securities Consulting Group and Janet L. Gentry. The formation of the Broker
Dealer will provide avenues for business expansion into the financial services
industry. As of December 31, 2009, this process is still ongoing.

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

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

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

In October 2007, the Company announced the completion of our
TickAnalyst software. This version of our software is a completely stand alone
application, which differentiates it from our previous implementations of our
BlackBox software. A 30 day period of in house alpha testing will be followed by
a 60 day period of beta testing, prior to the release of the industry ready
product. The beta testing period revealed some limitations in the underlying
platform, and the fact that some new capabilities would be required.

In November 2007, the Company reported several key operational
developments. The first came in the area of our TickAnalyst charting component
reliability. An automated program was created to schedule and control many tasks
previously handled by human I.T. resources. Many of the types of errors
encountered earlier in the testing phase associated with maintaining data
properly will now be automatically monitored. This allows errors to be resolved
more quickly and also frees resources. Further developments include improvement
in Titans Order Management Software (TOMS), a part of TickAnalyst. TOMS now
has the new ability to do a partial exit when a trade is profitable by any of
four threshold levels: T1, T2, T3, and T4. This improvement is critical for
automated BlackBox trading. This will offer an added edge for both in-house
future money management and external end-user functionality.

In January 2008, the Company reported several recent key
operational developments. First, the Company announced we had completed the
development of Version 2 of our QuickTick Charting application and QuickTick
Server. The communications software linking QuickTick Charting with the Server
was provided by a third party in Version 1, but it was re-written by our
developers for Version 2, as a required step before market launch. The new
communications software is designed to be both more reliable and easier to scale
up to a large number of users.

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In May, 2008, the Company announced that the new Edmonton,
Alberta office backup power system, consisting of a short-term battery-powered
UPS with a long-term 100kW diesel-powered electrical backup, performed
flawlessly during a multi-hour power failure test. In addition, we also
developed a databank hosting 15 terabytes of NYSE and NASDAQ data extending as
far back as 2004.

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

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

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

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

In June 2009, The Company announced the completion of
development and testing of the second generation of its TickAnalyst software
package(TickAnalyst X2). TickAnalyst X2, comprised of the signal-processing
engine, database-management tools, and charting server applies event triggers
and customized analytics across extensive amounts of streaming data, a process
also known as Complex Event Processing (CEP). The CEP applies Titans
proprietary model-built logic to two major North American exchanges in
real-time. Titans proprietary models are designed to perform in all market
environments. Model examples include trending and non-trending (mean-reversing)
versions with numerous variations of each. TickAnalyst X2 has enabled Titan
Trading USA LLC (TTU) to implement TTUs Internal Asset Management business
model utilizing the US$5,000,000 placed by Compo Investment Partners LP of New
York in a professional leveraged trading account managed by the companys wholly
owned subsidiary Titan Holdings USA LLC. Updates on the status of this revenue
and trading model will be made available to the market on a timely basis.

In January 2010, a next generation version of Titans
TickAnalyst software platform was introduced. Lengthy periods of historical and
live testing can begin. This software offers much more flexibility and
sophistication over its predecessors in the trading setups and rules that it can
implement. The Company continues to use its multi-year database to run
historical tests of this most recent version of TickAnalyst to refine the new
trading rules and settings, and to run the systems on real-time market data.

Company Personnel

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

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

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

In February 2007, the Company appointed William Brad Weber,
Research Analyst and Trader, to our West Palm Beach Research and Trading Team to
assist with our Equity Trading Division under our USA trading operations.

In March 2007, the Company announced that we appointed Andrew
Pappas, Operations Specialist and Proprietary Trader, to our New York Regional
Office and Trading Team to assist with our Equity Trading Division under our USA
trading operations. As of October 31, 2009, Mr. Pappas is no longer with the
company.

In April 2007, the Company announced the appointments of
Anthony Savino, Execution Specialist, and Rahim Aziz, GreyBox Trader to our New
York Regional Office and trading team to assist with our Equity Trading Division
under our USA Trading Operations. As of October 31, 2009, Mr. Savino and Mr.
Aziz are no longer with the company.

In February 2008, the Company appointed Parker Seto of New York
to our Advisory Board.

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

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

In January 2009, the Company appointed Doug Laughlin of
Alpharetta, Georgia to our Advisory Board. Mr. Laughlins expertise includes
sales, marketing, sales management, training, group presentations, trade show
management, contract negotiations, hiring and OEM relationships.

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

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

Marketing and Sales

The Companys business strategy is to market and license its
stock market timing software as an automated trading platform, directly to
trading firms, institutional investors, and active traders, through its US
subsidiary, Titan USA. Sales will be conducted by direct selling and referrals.
Additionally, Titan USA expects to conduct trading operations on its own behalf,
in joint ventures, or in partnership with other investors.

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The selling proposition is that the software and service
improves trading results in two ways: (1) on the basis that the trading
behaviour of the system is modelled after the trading behaviour of an
experienced human trader who has shown profitable trading results over time; and
(2) the software delivers more of such trading signals per unit time for a
trader to review and act upon than would be possible if the trader were acting
without the benefit of the software.

Titan conducts its marketing and sales primarily through
relationships developed personally by the principals of Titan Trading USA and
through introductions made within the trading community by word of mouth. Titan
has found this to be a satisfactory means of finding customers at the levels of
support currently manageable by the company.

In 2005, the Company announced a joint venture agreement
between its wholly owned subsidiary, Titan USA, and a leading financial
institution to begin a 90 day beta test of TickAnalyst. This arrangement was
concluded because technical issues arose when the firm changed its order
execution technology and was subsequently sold to the Royal Bank of Canada.

In June 2006, we announced that Titan Trading USA and New River
Assets, of Winston Salem North Carolina, agreed to conduct a live test of
Titans GreyBox (semi-automated) trading software. The test accounts were to be
funded by New River and Titan Trading USA. The test with New River Assets called
for a 30  60 day trial period followed by an analysis of results. Following the
analysis, New River Assets and Titan evaluated the outcome and determined
whether it is mutually beneficial to proceed with future projects. The test
showed that the 2006 version of the software was too complex for external users
and for the hardware at that time. The relationship with New River Assets
continues but is on hold.

In December 2006, the Company announced that its wholly owned
subsidiary, Titan Trading USA, would expand its trading operations into the
derivative markets. Preliminary tests were run on Titan Trading USAs demo and
live futures trading accounts, opened through an expanding relationship with One
World Capital Group (New York, N.Y.). Since the announcement, One World Capital
Group went out of business, but in 2010, Titan Trading USAs currency trading
continues with Compo Investments.

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

In February, 2008, the Company announced that our currency
trading arm received a six-figure capital investment from an accredited
third-party investor. The investment marked the beginning of phase two of our
currency alternative investment product managed by David Terk of Titan USA. On
January 8, 2009, Avidus Trading LLC, a broker which the Company had been using
for trading of securities, filed a bankruptcy petition with the Southern
District of Florida U.S. Bankruptcy Court. To date the investments have not been
recovered.

In August, 2008, the Company announced that it entered into a
Consulting Agreement (the IR Consulting Agreement) with ARENA Capital Inc.
(ARENA) based in Edmonton, Alberta, to provide investor relations services to
the Company. ARENA provided various services to the Company including financing
services, public relations services, investor relations services, shareholder
relations services and market maintenance. The term of the IR Consulting
Agreement lasted one year, from on August 1, 2008 until July 31, 2009.

In November 2009, The Company announced that it has commenced
installation of its TickAnalyst software platform with G-2 Trading LLC (G-2)
of New York. G-2, formerly RBC Professional Trader Group, with 130 proprietary
traders is the first successful commercial client for Titans proprietary
trading platform. Service and support contracts are to be negotiated after a
preliminary test period. It is expected that G-2 will pay a monthly license fee
as well as certain incentives based on usage of Titans TickAnalyst X2 software
platform. G-2 Trading LLC is engaged in all aspects of the trading business. G-2
is committed to empowering its staff of 130 proprietary traders with the most
innovative and powerful tools available in the industry allowing its management
to carefully grow a top-quality group of professionals.

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In January 2010, the Company reported that Compo Investment
Partners LP (Compo) of New York has opened an institutional FOREX Trading
account to be managed by the companys wholly owned subsidiary, Titan Holdings
USA LLC (THU). The account has been placed under the investment control of
Titans Currency trading team, using Titans Trading Technology. Under the terms
of the forex trading agreement, THU and Compo will equally share the accounts
profits.

In February 2010, the Company reported that its wholly owned
subsidiary, Titan Holdings USA LLC (THU) opened an institutional proprietary
trading desk in New York, NY. The trading desk comprised of 4 proprietary
traders is managed by TTU and utilizes Titans TickAnalyst and Titans money
management modeling.

Intellectual Property Rights

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

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

Technology License Agreement

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

Software Transfer Agreements

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

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

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

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

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

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

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

Any Titan common shares not earned by May 31, 2010 will not be
eligible for issuance. All of the securities issued would be subject to a four
month hold period. Each performance warrant expires at the end of its exercise
period.

As of April 30, 2010, the gross revenue milestones have not yet
been achieved and therefore, no common shares are issuable and no performance
warrants are exercisable. We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.

In connection with the Software Transfer Agreements, we entered
  into consulting agreements with each of Cignal and Mr. Gossland, whereby they
  provided consulting services to us until October 31, 2008. Both Mr. Gossland
  and Mr. Carrozza continue to provide services to us on a month to month basis.

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

Status of New Products or Services

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

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Competition

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

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

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

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

Government Regulation

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

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

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

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

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

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C.    Organizational Structure

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

D.    Property, Plants and Equipment

We utilize about 6,500 square feet of office space in Edmonton,
Alberta, Great Neck, New York and West Palm Beach, Florida. We have rent
obligations of approximately $15,000.00 per month. With the exception of
computer equipment located in Edmonton, Alberta, Nanaimo, British Columbia,
Great Neck, New York, West Palm Beach, Florida, Atlanta, Georgia and the U.K.,
we currently do not have any property, plant or equipment located elsewhere.

ITEM 4A:  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5:    OPERATING AND FINANCIAL REVIEW AND
PROSPECTS

The following should be read in conjunction with our audited
financial statements and related notes accompanying this annual report. They
have been prepared in accordance with Canadian generally accepted accounting
principles. Reference should be made to Note 16 to our audited financial
statements which provide a reconciliation to U.S. generally accepted accounting
principles.

Critical Accounting Policies

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

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

Research and Development Costs

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

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

Stock-based Compensation Plan

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

Change in Accounting Policy

Effective November 1, 2008, the Company adopted the following
new CICA Handbook Sections:

| | a) | Section 3064, "Goodwill and Intangible Assets", replaced
      Section 3062, "Goodwill and Other Intangible Assets", and Section 3450,
      "Research and Development Costs". This section establishes standards for
      the recognition, measurement, presentation, and disclosure of goodwill and
      intangible assets subsequent to its initial recognition by profit-oriented
      enterprises. Standards concerning goodwill are unchanged from the
      standards included in the previous Section 3062. This section has been
      adopted effective November 1, 2008 and has no impact on the consolidated
      financial statements of the Company.                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | b) | EIC Abstract 173 Credit Risk and The Fair Value of
      Financial Assets and Financial Liabilities, requires the Company to take
      into account the Companys own credit risk and the credit risk of the
      counterparty in determining the fair value of financial assets and
      financial liabilities, including derivative instruments. EIC 173 is
      applied retrospectively without restatement of prior years to all
      financial assets and liabilities measured at fair value in interim and
      annual financial statements for periods ending on or after January 20,
      2009. The adoption of EIC 173 did not have an impact on the consolidated
      financial statements of the Company.

A.    Operating Results

Fiscal Year Ended October 31, 2009 Compared to Fiscal Year
Ended October 31, 2008

We incurred a net loss of $3,528,749 for the twelve-month
period ended October 31, 2009, as compared to a net loss of $3,075,985 for the
comparative period of 2008. The overall increase in net loss in the 2009 fiscal
year is due to increased research and development expenses, totaling $1,439,914
and increased amortization expense totaling $186,774 as compared to $871,222 and
$147,779 for the same period ending October 31, 2008.

During the fiscal year 2009, general and administration expense
increased by $187,484 over the prior year, as compared to $1,730,916 for the
same period ending October 31, 2008.

Professional fees for the year ending October 31, 2009 were
$97,495, as compared to $147,842 for the same period ending October 31, 2008.

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Other than as described herein, the Company did not experience
any large fluctuations from quarter to quarter during 2009. The net loss for the
fourth quarter of fiscal year 2009 was $1,263,439, as compared to $1,379,675 for
the same period in fiscal 2008.

Prior Period Adjustments

As at October 31, 2007

In the 2007 fiscal year, the Company did not account for
$58,451 consulting fee for services provided in fiscal 2007 and invoiced and
paid in fiscal 2008. As a result, the Company restated its consolidated balance
sheets and statements of shareholders equity, as at October 31, 2007 and
consolidated statements of operations and comprehensive loss and statements of
cash flow for the year ended October 31, 2007. The impact of these changes was
an increase in accounts payable and deficit of $58,451, an increase to general
and administrative expenses of $90,000 and a decrease in research and
development expenses of $31,549.

In fiscal 2007, the Company also failed to identify a U.S. GAAP
versus Canadian GAAP difference with respect to the measurement date used for
the 300,000 common shares issued to consultants for services rendered. As a
result Note 16 of the audited annual financial statements for the year ended
October 31, 2008, has been restated to reflect a reduction in the stock-based
compensation expense recognized under U.S. GAAP of $54,000.

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

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

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

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

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

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

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

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

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

B.     Liquidity and Capital Resources

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

As at October 31, 2009, we had $83,162 cash and receivables of
$35,180 as compared to $334,954 cash and receivables of $0.00 at our prior
fiscal year end.

Equity Placements for the Fiscal Year Ended October 31, 2009

During 2009, the Company completed two private placements of
common shares, as described below:

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

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

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During 2009, a total of 1,160,000 options were exercised.

In April 2009, the Company granted 200,000 shares for service
to consultants of the Company. The fair value of the shares was determined on
the date of grant to be $0.355. As a result the Company has recorded the cost of
the shares at $71,000 and has recorded a consulting fee expense of $71,000.

Equity Placements for the Fiscal Year Ended October 31, 2008

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

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

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

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

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

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

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

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

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|                                  |   |           |  |   |         |  |   |           | 
|--------------------------------- | - | --------- |  | - | ------- |  | - | --------- | 
|                                  |   | 2009      |  |   | 2008    |  |   | 2007      | 
|Research and Development Expenses | $ | 1,439,914 |  | $ | 871,222 |  | $ | 1,376,351 | 

D.    Trend Information

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

E.    Off-balance Sheet Arrangements

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

F.    Tabular Disclosure of Contractual
Obligations

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

ITEM 6:    DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES

A.    Directors and Senior Management

As of October 31, 2009, our directors were as follows:

|Name of Director   | Age
|------------------ | ---
|Dr. Kenneth Powell | 64 
|Michael Gossland   | 55 
|Philip S. Carrozza | 48 
|Robert Roddick     | 65 
|Dr. Harold Elke    | 55 
|Joseph Francese    | 40 

As of October 31, 2009, our executive officers were as
follows:

|Executive Officers    | Age | Office                                                          
|--------------------- | --- | ----------------------------------------------------------------
|Philip S. Carrozza    | 48  | President                                                       
|Dr. Kenneth W. Powell | 64  | Chief Executive Officer and
      Acting Chief Financial Officer
|Michael Gossland      | 55  | Secretary and
      Chief Technology Officer                    
|David Terk            | 36  | Chief Financial Officer of Titan
      USA                      

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

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

Page 27

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

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

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

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

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

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

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

B. Compensation

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to
individual(s) who were acting as, or were acting in a capacity similar to, a
chief executive officer or chief financial officer and the three most highly
compensated executive officers whose total salary and bonus exceeded $150,000
per annum (the Named Executive Officers). The following fairly reflects the
annual compensation for services in all capacities to the Company and its
subsidiaries in respect of the Companys Named Executive Officer in our fiscal
year ended October 31, 2009.

- Dr. Kenneth Powell  Chief Executive Officer and Acting Chief Financial
  Officer  $90,000

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal year ended October 31,
2009.

Page 28

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

Consulting Fees

During the fiscal year ended October 31, 2009, the Company paid
consulting fees to the following directors for services provided to the Company
in the normal course of operations of the business:

- Mr. Michael Gossland  $120,000
- Mr. Philip Carrozza  USD$120,000

Option Grants

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

- Mr. Michael Gossland  500,000 options (1)
- Mr. Philip Carrozza  500,000 options (1)
- Dr. Kenneth Powell  400,000 options (1)

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

- Mr. Robert Roddick  50,000 options (5)
- Mr. Michael Gossland  410,593 options (6)
- Ms. Margo Kaufmann  15,000 options (2)

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

- Mr. Michael Gossland  120,000 options (7)
- Mr. Phillip Carrozza  120,000 options (7)
- Dr. Kenneth Powell  120,000 options (7)
- Ms. Margo Kaufmann  185,000 options (2)
- Mr. Robert Roddick  25,000 options(7)

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

- Mr. Richard Sharples  50,000 options (3)

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

- Mr. Michael Gossland  200,000 options
- Mr. Phillip Carrozza  200,000 options
- Dr. Kenneth Powell  500,000 options
- Mr. Robert Roddick  75,000 options
- Dr. Harold Elke  150,000 options
- Mr. David Terk  100,000 options

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

Page 29

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

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

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

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

- Mr. Michael Gossland  200,000 options
- Mr. Phillip Carrozza  200,000 options
- Dr. Kenneth Powell  750,000 options (4)
- Mr. Robert Roddick  75,000 options
- Dr. Harold Elke  75,000 options
- Mr. David Terk  45,000 options

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

- Mr. David Terk - 300,000 options

On March 3, 2010, options with an exercise price of $0.170 and
an expiry date of March 3, 2015 were granted to the following directors and/or
officers:

- Mr. Michael Gossland  520,000 options
- Mr. Phillip Carrozza  120,000 options
- Dr. Kenneth Powell  120,000 options (4)
- Mr. Robert Roddick  75,000 options
- Dr. Harold Elke  100,000 options
- Mr. Joseph Francese 50,000 options

|(1) | On August 18, 2008, Mr. Phillip Carrozza exercised
      200,000 of his options and Dr. Kenneth Powell exercised 100,000 of his
      options. On December 22, 2008, Mr. Phillip Carrozza exercised his
      remaining 300,000 options, Dr. Kenneth Powell exercised his remaining
      300,000 options and Mr. Michael Gossland exercised all of his 500,000
      options.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Options granted to Ms. Margo Kaufmann expired on March
      16, 2006                                                                                                                                                                                                                                                                                                         
|(3) | On December 28, 2006 Mr. Richard Sharples exercised
      37,500 of his options and on January 18, 2007 the remaining 12,500 options
      expired.                                                                                                                                                                                                                           
|(4) | On April 13, 2009, Dr. Kenneth Powell voluntarily
      surrendered 600,000 of his options.                                                                                                                                                                                                                                                                                   
|(5) | On September 10, 2009, Mr. Robert Roddick exercised
      50,000 of his options                                                                                                                                                                                                                                                                                               
|(6) | Options granted to Michael Gossland expired on February
      16, 2010.                                                                                                                                                                                                                                                                                                       
|(7) | Options granted to Michael Gossland, Philip Carozza,
      Kenneth Powell and Robert Roddick expired on March 1,
  2010.                                                                                                                                                                                                                                                      

Page 30

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C.    Board Practices

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

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

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

Audit Committee

As of April 30, 2010, our Audit Committee was comprised of Mr.
Gossland, Mr. Roddick, and Mr. Francese. Mr. Gossland was appointed a Director
and member of the Audit Committee in 1996. Mr. Roddick was appointed a Director
and member of the Audit Committee on November 29, 2004. Mr. Francese was
appointed a Director and member of the Audit Committee on October 2, 2009. Mr.
Roddick and Mr. Francese are independent members of the audit committee, and all
members are financially literate.

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

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

|I. | Mandate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The primary function of the audit committee
        (the Committee) is to assist the board of directors
        of the Company (the Titan Directors) in fulfilling
        its financial oversight responsibilities by reviewing the financial reports
        and other financial information provided by the Company to regulatory
        authorities and shareholders, the Companys systems of internal controls
        regarding finance and accounting, and the Companys auditing, accounting
        and financial reporting processes. Consistent with this function, the
        Committee will encourage continuous improvement of, and should foster
        adherence to, the Companys policies, procedures and practices at
        all levels. The Committees primary duties and responsibilities are
        to:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|II. | Composition                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                     
|    | The Committee shall be comprised of three directors
        as determined by the Titan Directors, the majority of whom shall be independent
        directors, pursuant to the policies of the TSX Venture Exchange.

Page 31

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|     | At least one member of the Committee shall
        have accounting or related financial management expertise. It is the goal
        of the Company that all members of the Committee are financially literate.
        All members of the Committee that are not financially literate will work
        towards becoming financially literate to obtain a working familiarity
        with basic finance and accounting practices. For the purposes of the Companys
        Charter, the definition of financially literate is the ability
        to read and understand a set of financial statements that present a breadth
        and level of complexity of accounting issues that are generally comparable
        to the breadth and complexity of the issues that can presumably be expected
        to be raised by the Companys financial statements.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The members of the Committee shall be elected
        by the Companys Directors at its first meeting following the annual
        shareholders meeting. Unless a Chair is elected by the Titan Directors,
        the members of the Committee may designate a Chair by a majority vote
        of the full Committee membership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|III. | Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The Committee shall meet a least twice annually,or more frequently as circumstances dictate. As part of its job to
        foster open communication, the Committee will meet at least annually with
        management and the external auditors in separate sessions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The minutes of the Committee meetings shall
        accurately record the decisions reached and shall be distributed to the
        Audit Committee members with copies to the Companys Directors, the
        Chief Financial Officer or such other officer acting in the capacity and
        the external auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|IV.  | Responsibilities and Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | To fulfill its responsibilities and duties,
        the Committee shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Documents/Reports Review                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | External Auditors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Page 32

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| | 7.  | Review with management and the external auditors the
      terms of the external auditors engagement letter.                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| | 8.  | At each meeting, consult with the external auditors,
      without the presence of management, about the quality of the Companys
      accounting principles, internal controls and the completeness and accuracy
      of the Companys financial statements.                                                 
| |     |                                                                                                                                                                                                                                                                                                                 
| | 9.  | Review and approve the Company's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company.                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                 
| | 10. | Review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements.                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                 
| | 11. | Review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The
      pre-approval requirement is waived with respect to the provision of
      non-audit services if:
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                 
| |     | Provided the pre-approval of the non-audit services is
      presented to the Committee's first scheduled meeting following such
      approval, such authority may be delegated by the Committee to one or more
      independent members of the Committee.                                                    

Financial Reporting Processes

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

Page 33

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| | 8. | Review certification process.
| | -- | -----------------------------
| |    |                              
| | 9. | Establish procedures for:    
| |    |                              
| |    | (i)                          
| |    |                              
| |    | (ii)                         

Other

1.      Review
any related-party transactions.

V.Authority

The Committee may:

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

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

Remuneration Committee

We have not appointed a remuneration
  committee.

D.    Employees

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

E.    Share Ownership

As of April 30 2010, we had 58,317,878
  common shares issued and outstanding. As of April 30, 2010, our directors and
  officers beneficially owned the following number of our common shares:

Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesKenneth Powell
    16,355,805 (1)
    28.05%Harold Elke
    4,445,643 (2)
    7.62%Philip S. Carrozza
    4,084,385 (3)
    7.00%Joseph Francese
    2,950,000(4)
    5.06%Michael Gossland
    1,841,000 (5)
    3.15%Robert F. Roddick
    386,833 (6)
    .66%


Page 34

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Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesDavid Terk
    337,023 (7)
    .58%All officers and directors as a group
    30,783,189
    52.79%


Notes:

| | † | Percentage amounts based on
      58,317,878 shares of our common stock outstanding as of April 30, 2010.
| | - | ---------------------------------------------------------------------------------------------------------

| | (1) | Includes                                                                                                                                                                                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (A) 500,000 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.30 per share until January 8,
      2012;                                                                             
| |     | (B) 100,000 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.37 per share until January 28,
      2013;                                                                            
| |     | (C) 16,666 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.36 per share until November 7,
      2013;                                                                             
| |     | (D) 100,000 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.33 per share until March 6,
      2014.                                                                               
| |     | (E) 300,000 common shares that are held by Mrs. Karen
      Powell, the wife of Dr. Powell, issuable pursuant to stock options granted
      under the stock option plan that are vested and fully exercisable at an
      exercise price of $0.38 per share until January 28, 2013;                
| |     | (F) 187,000 common shares that are held by Mr. Cameron
      Powell, the son of Dr. Powell;                                                                                                                                                                                                         
| |     | (G) 167,000 common shares that are held by Mr. Carson
      Powell, the son of Dr. Powell;                                                                                                                                                                                                          
| |     | (H) 2,476,397 common shares that are held by Mrs. Karen
      Powell, the wife of Dr. Powell;                                                                                                                                                                                                       
| |     | (I) 425,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2010;                                                                                                                           
| |     | (J) 120,580 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010;                                                                                                                              
| |     | (K) 150,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.40 per common share and
      expire on July 29, 2010;                                                                                                                              
| |     | (L) 2,000,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.40 per common share and
      expire on August 14, 2010;                                                                                                                          
| |     | (M) 312,500 common shares underlying warrants that are
      held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.60 per common share and expire on
      December 7, 2010;                                                         
| |     | (N) 150,000 common shares underlying warrants that are
      held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.35 per common share and expire on
      March 6, 2011;                                                            
| |     | (O) 55,000 common shares underlying warrants that are
      held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.45 per common share until March 17,
      2010 and $0.60 per common shares until they expire on March 17,
    2011;
| |     | (P) 15,000 common shares underlying warrants that are
      held by Mr. Cameron Powell, the son of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.35 per common share and expire on
      March 6, 2011;                                                             
| |     | (Q) 5,000 common shares underlying warrants that are held
      by Mr. Cameron Powell, the son of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.40 per common share and expire on
      July 29, 2010;                                                              
| |     | (R) 15,000 common shares underlying warrants that are
      held by Mr. Carson Powell, the son of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.35 per common share and expire on
      March 6, 2011; and                                                          
| |     | (S) 5,000 common shares underlying warrants that are held
      by Mr. Carson Powell, the son of Dr. Powell, that are immediately
      exercisable at an exercise price of $0.40 per common share and expire on
      July 29, 2010.                                                               
| |     | (T) 150,000 common shares underlying warrants that are
      held by Mrs. Karen Powell, the wife of Dr. Powell and are immediately
      exercisable at an exercise price of $0.375 to October
  15,2011,                                                                                           

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(U) 10,000 common shares underlying
warrants that are held by Cameron Powell, the son of Dr. Powell and are
immediately exercisable at an exercise price of $0.375 to October 15, 2011
(V) 10,000 common shares underlying warrants that are held by Mr. Carson
Powell, the son of Dr. Powell and are immediately exercisable at an exercise
price of $0.375 to October 15, 2011 (W) 976,000 common shares underlying
warrants that are immediately exercisable at an exercise price of $0.375 to
October 15, 2011,

| | (2) | Includes
| | --- | --------

(A) 150,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire January
8, 2012; (B) 50,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; (D) 50,000 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
7,500 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.60 per common share and expire on December 7, 2010; and
(F) 138,890 common shares underlying warrants that are immediately
exercisable at an exercise price of $0.35 per common share and expire on March
6, 2010. (G) 512,000 common shares underlying warrants that are immediately
exercisable at an exercise price of $0.375 to October 15, 2011,

| | (3) | Includes
| | --- | --------

(A) 200,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share until January 8,
2012; (B) 100,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; (D) 133,334 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
500,000 common shares underlying warrants that are exercisable subject to
certain milestones as more further described in the Software Transfer
Agreementsat an exercise price of $0.50 per common share and expire on
November 30, 2010; (F) 500,000 common shares underlying warrants that are
exercisable subject to certain milestones as more further described in the
Software Transfer Agreementsat an exercise price of $1.00 per common
share and expire on November 30, 2010; (G) 1,791,571 common shares that are
held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; (H) 14,285 common
shares underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr.
Carrozza, that are immediately exercisable at an exercise price of $0.60 per
common share and expire on December 7, 2010; and (I) 5,000 common shares
underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr.
Carrozza, that are immediately exercisable at an exercise price of $0.45 per
common share until March 17, 2010 and $0.60 per common shares until they expire
on March 17, 2011.

| | (4) | Includes
| | --- | --------

(A) 900,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire August
13, 2012;

| | (5) | Includes
| | --- | --------

(A) 200,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire January
8, 2012; (B) 100,000 common shares issuable pursuant to stock options
granted under the stock option plan that are vested and fully exercisable at an
exercise price of $0.37 per share until January 28, 2013; (C) 16,666 common
shares issuable pursuant to stock options granted under the stock option plan
that are vested and fully exercisable at an exercise price of $0.36 per share
until November 7, 2013; (D) 133,334 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014.

Page 36

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(E) 17,000 common shares held in a
registered education savings plan for the benefit of Mr. Gosslands children
where Mr. Gossland has a power of attorney; (F) 500,000 common shares
underlying warrants that are exercisable subject to certain milestones as more
further described in the Software Transfer Agreementsat an exercise
price of $0.50 per common share and expire on November 30, 2010; and (G)
500,000 common shares underlying warrants that are exercisable subject to
certain milestones as more further described in the Software Transfer
Agreementsat an exercise price of $1.00 per common share and expire on
November 30, 2010.

| | (6) | Includes
| | --- | --------

(A) 75,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire January
8, 2012; (B) 50,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; and (D) 50,000 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
7,500 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.60 per common share and expire on December 7, 2010 (F)
12,000 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.375 to October 15, 2011,

| | (7) | Includes
| | --- | --------

(A) 100,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire January
8, 2012; (B) 75,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; (D) 30,000 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
14,286 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.60 per common share and expire on December 7, 2010.

ITEM 7:    MAJOR SHAREHOLDERS AND RELATED
PARTY TRANSACTIONS

A.    Major Shareholders

As of April 30, 2010, we had 58,317,878 common shares issued
and outstanding. As of April 30, 2010, the following shareholders beneficially
owned greater than five percent (5%) of our common shares:

Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common
      SharesKenneth Powell
    16,355,805 (1)
    28.05%Harold Elke
    4,445,643 (2)
    7.62%Philip S. Carrozza
    4,084,385 (3)
    7.00%Karen Powell
    3,443,897 (4)
    5.91%Joseph Francese
    2,950,000(5)
    5.06%


Notes:

(1) Includes

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(A) 500,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share until January 8,
2012; (B) 100,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; (D) 100,000 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
300,000 common shares that are held by Mrs. Karen Powell, the wife of Dr.
Powell, issuable pursuant to stock options granted under the stock option plan
that are vested and fully exercisable at an exercise price of $0.38 per share
until January 28, 2013; (F) 187,000 common shares that are held by Mr.
Cameron Powell, the son of Dr. Powell; (G) 167,000 common shares that are
held by Mr. Carson Powell, the son of Dr. Powell; (H) 2,476,397 common
shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (I)
425,000 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.60 per common share and expire on December 7, 2010; (J)
120,580 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.35 per common share and expire on March 6, 2010; (K)
150,000 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.40 per common share and expire on July 29, 2010; (L)
2,000,000 common shares underlying warrants that are immediately exercisable at
an exercise price of $0.40 per common share and expire on August 14, 2010;
(M) 312,500 common shares underlying warrants that are held by Mrs. Karen
Powell, the wife of Dr. Powell, that are immediately exercisable at an exercise
price of $0.60 per common share and expire on December 7, 2010; (N) 150,000
common shares underlying warrants that are held by Mrs. Karen Powell, the wife
of Dr. Powell, that are immediately exercisable at an exercise price of $0.35
per common share and expire on March 6, 2011; (O) 55,000 common shares
underlying warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell,
that are immediately exercisable at an exercise price of $0.45 per common share
until March 17, 2010 and $0.60 per common shares until they expire on March 17,
2011; (P) 15,000 common shares underlying warrants that are held by Mr.
Cameron Powell, the son of Dr. Powell, that are immediately exercisable at an
exercise price of $0.35 per common share and expire on March 6, 2011; (Q)
5,000 common shares underlying warrants that are held by Mr. Cameron Powell, the
son of Dr. Powell, that are immediately exercisable at an exercise price of
$0.40 per common share and expire on July 29, 2010; (R) 15,000 common shares
underlying warrants that are held by Mr. Carson Powell, the son of Dr. Powell,
that are immediately exercisable at an exercise price of $0.35 per common share
and expire on March 6, 2011; and (S) 5,000 common shares underlying warrants
that are held by Mr. Carson Powell, the son of Dr. Powell, that are immediately
exercisable at an exercise price of $0.40 per common share and expire on July
29, 2010. (T) 150,000 common shares underlying warrants that are held by
Mrs. Karen Powell, the wife of Dr. Powell and are immediately exercisable at an
exercise price of $0.375 to October 15,2011 (U) 10,000 common shares
underlying warrants that are held by Cameron Powell, the son of Dr. Powell and
are immediately exercisable at an exercise price of $0.375 to October 15,2011
(V) 10,000 common shares underlying warrants that are held by Mr. Carson
Powell, the son of Dr. Powell and are immediately exercisable at an exercise
price of $0.375 to October 15,2011, (W) 976,000 common shares underlying
warrants that are immediately exercisable at an exercise price of $0.375 to
October 15, 2011.

Note: Shares reported here as being
held by Karen Powell are also reported on a separate line in the table as shares
reported for Karen Powell.

| | (2) | Includes
| | --- | --------

(A) 150,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire January
8, 2012; (B) 50,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013;

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(C) 16,666 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.36 per share until November 7,
2013; (D) 50,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.33 per share until March 6, 2014. (E) 7,500 common shares
underlying warrants that are immediately exercisable at an exercise price of
$0.60 per common share and expire on December 7, 2010; and (F) 138,890
common shares underlying warrants that are immediately exercisable at an
exercise price of $0.35 per common share and expire on March 6, 2010. (G)
512,000 common shares underlying warrants that are immediately exercisable at an
exercise price of $0.375 to October 15, 2011,

| | (3) | Includes
| | --- | --------

(A) 200,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share until January 8,
2012; (B) 100,000 common shares issuable pursuant to stock options granted
under the stock option plan that are vested and fully exercisable at an exercise
price of $0.37 per share until January 28, 2013; (C) 16,666 common shares
issuable pursuant to stock options granted under the stock option plan that are
vested and fully exercisable at an exercise price of $0.36 per share until
November 7, 2013; (D) 133,334 common shares issuable pursuant to stock
options granted under the stock option plan that are vested and fully
exercisable at an exercise price of $0.33 per share until March 6, 2014. (E)
500,000 common shares underlying warrants that are exercisable subject to
certain milestones as more further described in the Software Transfer
Agreementsat an exercise price of $0.50 per common share and expire on
November 30, 2010; (F) 500,000 common shares underlying warrants that are
exercisable subject to certain milestones as more further described in the
Software Transfer Agreementsat an exercise price of $1.00 per common
share and expire on November 30, 2010; (G) 1,791,571 common shares that are
held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; (H) 14,285 common
shares underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr.
Carrozza, that are immediately exercisable at an exercise price of $0.60 per
common share and expire on December 7, 2010; and (I) 5,000 common shares
underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr.
Carrozza, that are immediately exercisable at an exercise price of $0.45 per
common share until March 17, 2010 and $0.60 per common shares until they expire
on March 17, 2011.

| | (4) | Includes
| | --- | --------

(A) 300,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.37 per share until January 28,
2013; (B) 312,500 common shares underlying warrants that are immediately
exercisable at an exercise price of $0.60 per common share and expire on
December 7, 2010; (C) 150,000 common shares underlying warrants that are
immediately exercisable at an exercise price of $0.35 per common share and
expire on March 6, 2011; and (D) 55,000 common shares underlying warrants
that are immediately exercisable at an exercise price of $0.60 per common shares
until they expire on March 17, 2011. (E) 150,000 common shares underlying
warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell and are
immediately exercisable at an exercise price of $0.375 to October 15,2011

| | (5) | Includes
| | --- | --------

(A) 900,000 common shares issuable
pursuant to stock options granted under the stock option plan that are vested
and fully exercisable at an exercise price of $0.30 per share and expire August
13, 2012

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

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

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

Of our 160 registered shareholders as at April 30, 2010, 19 were
  residents of the United States representing 4,471,138 common shares or 7.67%
  of our 58,317,878issued and outstanding common shares as of that date.

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

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

B.    Related Party Transactions

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

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

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

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

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

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

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

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

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

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

Any Titan common shares not earned by May 31, 2010 will not be
eligible for issuance. All of the securities issued would be subject to a four
month hold period. Each performance warrant expires at the end of its exercise
period.

As of April 30, 2010, the gross revenue milestones have not yet
been achieved and therefore, no common shares are issuable and no performance
warrants are exercisable. We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.

Management fees and research and development costs of $332,074,
as compared to $442,682 in 2008, were paid to officers and directors of the
Company during 2009.

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

C.    Interests of Experts and Counsel

Not applicable.

ITEM 8:    FINANCIAL INFORMATION

A.    Consolidated Statements and Other
Financial Information

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

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Legal Proceedings

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

Dividend Policy

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

B.    Significant Changes

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

ITEM 9:    THE OFFER AND LISTING

A.    Offer and Listing Details

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

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

Period
    High
    LowFiscal YearNovember 1, 2004 to October 31, 2005
    $0.44
    $0.085November 1, 2005 to October 31, 2006
    $0.415
    $0.11November 1, 2006 to October 31, 2007
    $1.07
    $0.255November 1, 2007 to October 31, 2008
    $0.67
    $0.29November 1, 2008 to October 31, 2009
    $0.42
    $0.21


Fiscal QuarterNovember 2007 to January 2008
    $0.57
    $0.31February 2008 to April 2008
    $0.67
    $0.30May 2008 to July 2008
    $0.405
    $0.30August 2008 to October 2008
    $0.45
    $0.29November 2008 to January 2009
    $0.415
    $0.26February 2009 to April 21, 2009
    $0.38
    $0.28May 2009 to July 2009
    $0.39
    $0.21August 2009 to October 2009
    $0.34
    $0.22November 2009 to January 2010
    $0.29
    $0.16February, 2010 to April 30, 2010
    $0.35
    $0.15


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Period
    High
    LowMonthOctober 2009
    $0.34
    $0.23November 2009
    $0.29
    $0.20December 2009
    $0.23
    $0.19January 2010
    $0.22
    $0.16February 2010
    $0.21
    $0.15March 2010
    $0.35
    $0.17April 30 2010
    $0.24
    $0.17


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

Period
    High
    LowFiscal YearNovember 1, 2004 to October
      31, 2005
    $0.38
    $0.06November 1, 2005 to October 31, 2006
    $0.37
    $0.105November 1, 2006 to October
      31, 2007
    $0.92
    $0.192November 1, 2007 to October 31, 2008
    $0.72
    $0.26November 1, 2008 to October
      31, 2009
    $0.33
    $0.16Fiscal QuarterNovember 2007 to January 2008
    $0.55
    $0.29February 2008 to April 2008
    $0.72
    $0.29May 2008 to July 2008
    $0.39
    $0.30August 2008 to October 2008
    $0.47
    $0.26November 2008 to January 2009
    $0.32
    $0.19February 2009 to April 21, 2009
    $0.31
    $0.21May 2009 to July 2009
    $0.31
    $0.16August 2009 to October 2009
    $0.28
    $0.16November 2009 to January 2010
    $0.27
    $0.16February, 2010 to April 30, 2010
    $0.35
    $0.15MonthOctober 2009
    $0.27
    $0.1November 2009
    $0.27
    $0.16December 2009
    $020
    $0.16January 2010
    $0.20
    $0.16February 2010
    $0.20
    $0.18March 2010
    $0.32
    $0.15April 2010
    $0.21
    $0.17


B.    Plan of Distribution

Not applicable.

C.    Markets

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

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D.    Selling Shareholders

Not applicable.

E.    Dilution

Not applicable.

F.    Expenses of the Issue

Not applicable.

ITEM 10:   ADDITIONAL INFORMATION

A.    Share Capital

Not applicable.

B.    Articles of Incorporation

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

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

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

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

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

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

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

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

C.    Material Contracts

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

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

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

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

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

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

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

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

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

Any Titan common shares not earned by May 31, 2010 will not be
eligible for issuance. All of the securities issued would be subject to a four
month hold period. Each performance warrant expires at the end of its exercise
period.

As of April 30, 2010, the gross revenue milestones have not yet
been achieved and therefore, no common shares are issuable and no performance
warrants are exercisable. We are currently reviewing possible avenues for
restructuring of the Software Transfer Agreements.

D.    Exchange Controls

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

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

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

E.    Taxation

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

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

Certain Canadian Federal Income Tax Consequences

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

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

Dividends on Common Shares and Other Income

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

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

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

Dispositions of Common Shares

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

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

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

U.S. Federal Income Tax Consequences

The following is a general discussion of certain possible U.S.
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as hereinafter defined) of our common shares. This discussion is of
a general nature only and does not take into account the particular facts and
circumstances, with respect to U.S. federal income tax issues, of any particular
U.S. Holder. In addition, this discussion does not cover any state, local or
foreign tax consequences. (See Taxation Canadian Federal Income Tax
Consequences above).

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

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

Circular 230 Disclosure

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

U.S. Holders.

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

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Persons Not Covered.

This summary does not address the U.S. federal income tax
consequences to persons (including persons who are U.S. Holders) subject to
special provisions of U.S. federal income tax law, including (i) persons who are
tax-exempt organizations, qualified retirement plans, individual retirement
accounts and other tax-deferred accounts, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies, or
brokers, dealers or traders in securities, (ii) persons who have a functional
currency other than the U.S. dollar, (iii) persons subject to the alternative
minimum tax, (xi) persons who own their common shares as part of a straddle,
hedging, conversion transaction, constructive sale or other arrangement
involving more than one position, (iv) persons who acquired their common shares
through the exercise of employee stock options or otherwise as compensation for
services, (v) persons that own an interest in an entity that owns common shares,
(vi) persons who own, exercise or dispose of any options, warrants or other
rights to acquire common shares, (vii) persons who are partners or owners of
partnerships or other pass-through entities or (viii) persons who own their
common shares other than as a capital asset within the meaning of Section 1221
of the Code.

Distribution on Our Common Shares.

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

Currency Gain or Loss. In the case of foreign
currency received as a distribution that is not converted by the recipient into
U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the
foreign currency equal to its U.S. dollar value on the date of receipt.
Generally any gain or loss recognized upon a subsequent sale or other
disposition of the foreign currency, including the exchange for U.S. dollars,
will be ordinary income or loss. However, a U.S. Holder that is an individual
and whose realized gain does not exceed $200 will not recognize that gain, to
the extent that there are no expenses associated with the transaction that meet
the requirements for deductibility as a trade or business expense (other than
travel expenses in connection with a business trip) or as an expense for the
production of income.

Dividend not Eligible for Reduced Tax Rate. For
taxable years beginning after December 31, 2002 and before January 1, 2011,
dividends received by U.S. Holders that are individuals, estates or trusts from
qualified foreign corporations, as defined in Section 1(h)(11) of the Code,
generally are taxed at the same preferential tax rates applicable to long-term
capital gains. Although not free from doubt, it appears that we would be a
qualified foreign corporation, as defined in Section 1(h)(11) of the Code if
we were not a Passive Foreign Investment Company (PFIC). A corporation that is
properly described as a PFIC, as defined below, for its taxable year during
which it pays a dividend, or for its immediately preceding taxable year will not
be treated as a qualifying foreign corporation and dividends received by U.S.
Holders that are individuals, estates or trusts generally will be subject to
U.S. federal income tax at ordinary income tax rates (and not at the
preferential tax rates applicable to long-term capital gains).

Dividends not Eligible for Dividends Received
Deduction. Dividends paid on our common shares generally will not be
eligible for the dividends received deduction allowed to corporate
shareholders receiving dividends from certain U.S. corporations. Under certain
circumstances, a U.S. Holder that is a corporation and that owns shares representing at least 10% of
the total voting power and the total value of our outstanding shares may be
entitled to a 70% deduction of the U.S. source portion of dividends received
from us (unless we qualify as a PFIC as defined below). The availability of the
dividends received deduction is subject to several complex limitations that are
beyond the scope of this discussion, and U.S. Holders of our common shares
should consult their own financial advisor, legal counsel or accountant
regarding the dividends received deduction.

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

Disposition of Our Common Shares.

General Rule. Subject to the PFIC Rules discussed
further below, a U.S. Holder will recognize gain or loss upon the sale or other
taxable disposition of our common shares equal to the difference, if any,
between (i) the amount of cash plus the fair market value of any property
received, and (ii) the shareholders tax basis in our common shares. This gain
or loss will be capital gain or loss if the common shares are a capital asset in
the hands of the U.S. Holder, which will be long-term capital gain or loss if
our common shares are held for more than one year.

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

Management Believes Company is a Passive Foreign Investment
Company.

General Discussion. We believe that we qualify as
a PFIC, within the meaning of Sections 1291 through 1298 of the Code, for the
fiscal year ended October 31, 2008, may have qualified as a PFIC in prior years
and may qualify as a PFIC in subsequent years. A U.S. Holder who holds stock in
a foreign corporation during any year in which such corporation qualifies as a
PFIC is subject to U.S. federal income taxation under one of three alternative
tax regimes at the election of each such U.S. Holder. The following is a
discussion of these three alternative tax regimes. In addition, special rules
apply if a foreign corporation qualifies as both a PFIC and a controlled
foreign corporation (as defined below) and a U.S. Holder owns, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock entitled to vote of such foreign corporation (See more detailed discussion
at Controlled Foreign Corporation below).

Definition of PFIC. Section 1297 of the Code
defines a PFIC as a corporation that is not formed in the U.S. and, for any
taxable year, either (a) 75% or more of its gross income is passive income or
(b) the average percentage, by fair market value (or, if the corporation is not
publicly traded and either is a controlled foreign corporation or makes an
election, by adjusted tax basis), of its assets that produce or are held for the
production of passive income is 50% or more. Passive income includes, for
example, dividends, interest, certain rents and royalties, certain gains from
the sale of stock and securities, and certain gains from commodities transactions.
However, gains resulting from commodities transactions are generally excluded
from the definition of passive income if substantially all of a merchants,
producers or handlers business is as an active merchant, producer or handler
of such commodities. For purposes of the PFIC income test and the assets test,
if a foreign corporation owns (directly or indirectly) at least 25% by value of
the stock of another corporation, such foreign corporation shall be treated as
if it (a) held a proportionate share of the assets of such other corporation,
and (b) received directly its proportionate share of the income of such other
corporation. Also, for purposes of such PFIC tests, passive income does not
include any interest, dividends, rents or royalties that are received or accrued
from a related person to the extent such amount is properly allocable to the
income of such related person which is not passive income. For these purposes, a
person is related with respect to a foreign corporation if such person
controls the foreign corporation or is controlled by the foreign corporation
or by the same persons that control the foreign corporation. For these purposes,
control means ownership, directly or indirectly, of stock possessing more than
50% of the total voting power of all classes of stock entitled to vote or of the
total value of stock of a corporation. As stated above, we believe we satisfied
both the 75% passive income and the 50% passive assets tests during the fiscal
year ended on October 31, 2008 and anticipate meeting both of these tests in the
fiscal year that will end on October 31, 2009. There can be no assurance that
our determination concerning our PFIC status will not be challenged.

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

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

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

Mark-to-Market Election. Effective for tax years
of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold,
actually or constructively, marketable stock (as specifically defined in the
Treasury Regulations) of a foreign corporation that qualifies as a PFIC may
annually elect to mark such stock to the market (a mark-to-market election).
If such an election is made, such U.S. Holder will generally not be subject to
the special taxation rules of Section 1291 discussed above. However, if the
mark-to-market election is made by a Non-Electing U.S. Holder after the
beginning of the holding period for the PFIC stock, then the Section 1291 rules
will apply to certain dispositions of, distributions on and other amounts
taxable with respect to our common shares. A U.S. Holder who makes the mark-to
market election will include in income for the taxable year for which the
election was made an amount equal to the excess, if any, of the fair market
value of our common shares as of the close of such tax year over such U.S.
Holders adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i)
the excess, if any, of such U.S. Holders adjusted tax basis in the common
shares over the fair market value of such shares as of the close of the tax
year, or (ii) the excess, if any, of (A) the mark-to-market gains for our common
shares included by such U.S. Holder for prior tax years, including any amount
which would have been included for any prior tax year but for the Section 1291
interest on tax deferral rules discussed above with respect to Non-Electing U.S.
Holders, over (B) the mark-to-market losses for shares that were allowed as
deductions for prior tax years. A U.S. Holders adjusted tax basis in our common
shares will be adjusted to reflect the amount included in or deducted from
income as a result of a mark-to-market election. A mark-to-market election
applies to the taxable year in which the election is made and to each subsequent
taxable year, unless our common shares cease to be marketable, as specifically
defined, or the IRS consents to revocation of the election.

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

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

The procedure a U.S. Holder must comply with in making an
effective QEF election, and the U.S. federal income tax consequences of the QEF
election, will depend on whether the year of the election is the first year in
the U.S. Holders holding period in which we are a PFIC. If the U.S. Holder
makes a QEF election in such first year, i.e., a timely QEF election,
then the U.S. Holder may make the QEF election by simply filing the appropriate
QEF election documents at the time the U.S. Holder files his tax return for such
first year. However, if we qualified as a PFIC in a prior year, then in addition
to filing the QEF election documents, the U.S. Holder must elect to recognize
(i) under the rules of Section 1291 of the Code (discussed herein), any gain
that he would otherwise recognize if the U.S. Holder sold his stock on the
qualification date or (ii) if we are a controlled foreign corporation, the U.S.
Holders pro rata share of our post-1986 earnings and profits as of the
qualification date. The qualification date is the first day of our first tax
year in which we qualified as a QEF with respect to such U.S. Holder. The
elections to recognize such gain or earnings and profits can only be made if
such U.S. Holders holding period for our common shares includes the
qualification date. By electing to recognize such gain or earnings and profits,
the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder
who made elections to recognize gain or earnings and profits after May 1, 1992
and before January 27, 1997 may, under certain circumstances, elect to change
such U.S. Holders qualification date to the first day of the first QEF year.
U.S. Holders are urged to consult a tax advisor regarding the availability of
and procedure for electing to recognize gain or earnings and profits under the
foregoing rules. In addition to the above rules, under very limited
circumstances, a U.S. Holder may make a retroactive QEF election if such U.S.
Holder failed to file the QEF election documents in a timely manner.

A QEF election, once made with respect to us, applies to the
tax year for which it was made and to all subsequent tax years, unless the
election is invalidated or terminated, or the IRS consents to revocation of the
election. If a QEF election is made by a U.S. Holder and we cease to qualify as
a PFIC in a subsequent tax year, the QEF election will remain in effect,
although not applicable, during those tax years in which we do not qualify as a
PFIC. Therefore, if we again qualify as a PFIC in a subsequent tax year, the QEF
election will be effective and the U.S. Holder will be subject to the rules
described above for Electing U.S. Holders in such tax year and any subsequent
tax years in which we qualify as a PFIC. In addition, the QEF election remains in effect, although
not applicable, with respect to an Electing U.S. Holder even after such U.S.
Holder disposes of all of his or its direct and indirect interest in our shares.
Therefore, if such U.S. Holder reacquires an interest in us, that U.S. Holder
will be subject to the rules described above for Electing U.S. Holders for each
tax year in which we qualify as a PFIC.

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Generally, shareholders do not make a QEF election unless they
have sufficient information to determine their proportionate shares of a
corporations net capital gain and ordinary earnings. We have not calculated
these amounts for any shareholder and do not anticipate making these
calculations in the foreseeable future. Therefore, U.S. Holders of our common
shares should consult their own financial advisor, legal counsel or accountant
regarding the QEF election before making this election regarding our shares.

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

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

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

Foreign Tax Credit.

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

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

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

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

Information Reporting; Backup Withholding.

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

Controlled Foreign Corporation

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

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

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

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

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

F.    Dividends and Paying Agents

Not applicable.

G.    Statement by Expert

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Not applicable.

H.    Documents on Display

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

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

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


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

I.    Subsidiary Information

Not applicable.

ITEM 11:   QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 12:   DESCRIPTIONS OF SECURITIES OTHER THAN
EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13:   DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES

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

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

There have been no material modifications to our common
shares.

ITEM 15:   CONTROLS AND PROCEDURES

A.    Disclosure Controls and
Procedures

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

Based on this evaluation, the our President and Chief Executive
Officer and Chief Financial Officer concluded that, as of October 31, 2009, our
disclosure controls and procedures are effective to provide reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Commission's rules and
forms. Our management recognizes that any controls and procedures no matter how
well designed or operated, can only provide reasonable assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Our disclosure
controls and procedures have been designed to provide reasonable assurance of
achieving their objectives. However, because of the inherent limitations in all
control systems, even after the remediation efforts described above, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within the Company, have been detected.

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

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

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

Management conducted an assessment of the effectiveness of
internal controls over financial reporting based on the criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organization of the Treadway Commission (COSO). Based on this assessment,
management has concluded that internal control over financial reporting was
effective as of October 31, 2008 and onwards.

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C.    Attestation Report of the Registered
Public Accounting Firm

Not applicable.

D.    Changes in Internal Control Over
Financial Reporting

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

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B: CODE OF ETHICS

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

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit Fees

Fees billed by Collins Barrow for professional services totaled
$65,000 for the year ended October 31, 2009. Fees billed by Collins Barrow for
professional services totaled $65,000 for the year ended October 31, 2008. Such
fees include fees associated with the audit of our annual financial statements
or services that are normally provided by our auditors in connection with
statutory and regulatory filings or engagements for those fiscal years.

AuditRelated Fees

None.

Tax Fees

Fees for tax services by Collins Barrow, including fees for
review of our consolidated federal income tax return, totaled $0.00 for the 2009
tax year and $0.00 for the 2008 tax year.

All other Fees

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

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

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There were no fees in 2009 that were not pre-approved by our
audit committee. All services described above under the captions Audit Fees,
Audit-Related Fees and Tax Fees were approved by our audit committee
pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

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

Not applicable.

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY AFFILIATED
PURCHASERS

(a) Total Number of Shares (or Units)
      Purchased
    (b) Weighted Average Price Paid per
      Share (or Units)
    (c) Total Number of Shares (or Units)
      Purchased as Part of Publicly Announced Plans or Programs
    (d) Maximum Number (or Approximate
      Dollar Value) of Shares (or Units) that May Yet Be
      Purchased Under the Plans or ProgramsNovember 1, 2008 to November 30, 2008
    Nil
    $0.36
    Nil
    150,000(1)December 1, 2008 to December 31, 2008
    1,400,000 (2)
    $0.10
    1,400,000 (2)
    NilJanuary 1, 2009  January 31, 2009
    Nil
    N/A
    Nil
    NilFebruary 1, 2009 to February 29, 2009
    20,000
    $.2950
    Nil
    NilMarch 1, 2009 to March 31, 2009
    Nil
    $0.33
    Nil
    1,345,000(3)April 1, 2009 to April 30, 2009
    Nil
    N/A
    Nil
    NilMay 1, 2009 to May 31, 2009
    Nil
    N/A
    Nil
    NilJune 1, 2009 to June 30, 2009
    Nil
    N/A
    Nil
    NilJuly 1, 2009 to July 31, 2009
    Nil
    N/A
    Nil
    NilAugust 1, 2009 to August 31, 2009
    Nil
    N/A
    Nil
    NilSeptember 1, 2009 to September 30, 2009
    50,000 (4)
    $0.155
    50,000 (4)
    NilOctober 1, 2009 to October 31, 2009
    3,020,000(5)
    $0.25
    2,976,000(5)
    1,500,000(5)


Notes:

|(1) | 150,000 common shares issuable pursuant to stock options
      granted under our stock option plan of which shall be exercisable in
      accordance with the plan and shall vest (i) 1/3 within 6 months; (ii) 1/3
      within 12 months from the date of the grant and (iii) 1/3 within 18 months
      from the date of the grant.                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 1,400,000 common shares issued pursuant to the exercise
      of stock options at $0.10 per common share                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | 1,345,000 common shares issuable pursuant to stock
      options granted under our stock option plan of which shall be exercisable
      in accordance with the plan and shall vest (i) 1/3 within 6 months; (ii)
      1/3 within 12 months from the date of the grant and (iii) 1/3 within 18
      months from the date of the grant.                                                                                                                                                   
|(4) | 50,000 common shares issued pursuant to the exercise of
      stock options at $0.155 per common share                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | 2,976,000 common shares issued pursuant to a private
      placement at $0.25 per common share, and 1,500,000 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.375 per common share for the first year following the date of
      closing and at $.50 during the subsequent year and will expire October 15, 2011. The private
placement closed on October 15th,2009, and its closing was publicly
announced on October 19, 2009.

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PART III

ITEM 17:   FINANCIAL STATEMENTS

Our audited consolidated financial statements include:

- our balance sheets as at October 31, 2009 and October 31, 2008;
- statements of operations and comprehensive loss for the periods ended
  October 31, 2009, 2008 and 2007;
- statements of shareholders equity for the periods ended October 31, 2009,
  2008 and 2007; and
- statements of cash flows for the periods ended October 31, 2009, 2008 and
  2007.

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

Our consolidated financial statements are prepared in
accordance with generally accepted accounting principles in Canada and are
reconciled to United States generally accepted accounting principles in Note 16.
All figures are expressed in Canadian dollars.

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Report of Independent Registered Chartered
Accountants

To the Shareholders of 
  Titan Trading Analytics Inc.

We have audited the consolidated balance sheets of Titan
Trading Analytics Inc. as at October 31, 2009 and 2008, and the consolidated
statements of operations and comprehensive loss, shareholders equity and cash
flows for each of the years in the three year period ended October 31, 2009 and
for the cumulative amounts from November 1, 2001 (inception of development
stage) to October 31, 2009. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
October 31, 2009 and 2008 and the results of its operations and its cash flows
for each of the years in the three year period ended October 31, 2009 and for
the cumulative amounts from November 1, 2001 (inception of development stage) to
October 31, 2009 in accordance with Canadian generally accepted accounting
principles.

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



|                          | Collins Barrow Edmonton LLP               
|------------------------- | --------------------------------------------
|Edmonton, Alberta, Canada | Signed                                      
|February 15, 2010         | Independent Registered Chartered Accountants

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

The standards of the Public Company Accounting Oversight Board
(United States) require the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected by conditions and
events that cast substantial doubt on the Companys ability to continue as a
going concern, such as those described in Note 1 to the consolidated financial
statements. Although we conducted our audit in accordance with both Canadian
generally accepted accounting standards and the standards of the Public Company
Accounting Oversight Board (United States), our report to the shareholders dated
February 15, 2010, is expressed in accordance with Canadian reporting standards
which do not permit a reference to such events and conditions in the report of
the independent registered Chartered Accountants when the events and conditions
are adequately disclosed in the financial statements.



|                          | Collins Barrow
      Edmonton LLP         
|------------------------- | --------------------------------------------
|Edmonton, Alberta, Canada | Signed                                      
|February 15, 2010         | Independent Registered Chartered Accountants

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|TITAN TRADING ANALYTICS INC.         
|-------------------------------------
|(Continued under the Laws of Alberta)
|A Development Stage Corporation    
|Consolidated Balance Sheets          
|As at October 31, 2009 and 2008      
|(expressed in
      Canadian dollars)

|                                                        |   | 2009        |   |   | 2008        |  
|------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                        |   |             |   |   |             |  
|ASSETS                                                  |   |             |   |   |             |  
|CURRENT                                                 |   |             |   |   |             |  
|Cash and cash equivalents                               | $ | 83,162      |   | $ | 334,954     |  
|Short-term investments (Note
      4)                   |   | 90,000      |   |   | 90,000      |  
|Due from related party (Note 8)                         |   | ---         |   |   | 30,000      |  
|Sundry Receivable                                       |   | 35,180      |   |   | ---         |  
|Prepaid expenses and other                              |   | 27,743      |   |   | 34,433      |  
|                                                        |   | 236,085     |   |   | 489,387     |  
|Due from related party (Note 8)                         |   | ---         |   |   | 28,754      |  
|Deposit                                                 |   | 27,749      |   |   | 27,749      |  
|Restricted cash (Note 5)                                |   | 2,520       |   |   | 240,391     |  
|Property and equipment (Note 6)                         |   | 603,043     |   |   | 742,638     |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 869,397     |   | $ | 1,528,919   |  
|                                                        |   |             |   |   |             |  
|LIABILITIES                                             |   |             |   |   |             |  
|CURRENT                                                 |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Accounts payable and accrued liabilities (Note
      8) | $ | 181,851     |   | $ | 120,486     |  
|Loans and advances (Note 7)                             |   | 296,096     |   |   | 568,847     |  
|                                                        |   | 477,947     |   |   | 689,333     |  
|Deferred lease inducements                              |   | 99,554      |   |   | ---         |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 577,501     |   |   | 689,333     |  
|                                                        |   |             |   |   |             |  
|Commitments and Contingency(Note
      11)              |   |             |   |   |             |  
|Going Concern(Note 1)                                   |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                                    |   |             |   |   |             |  
|Share capital (Note 9)                                  |   | 13,591,954  |   |   | 11,707,655  |  
|Warrants (Note 9)                                       |   | 1,115,875   |   |   | 1,016,303   |  
|Contributed surplus (Note 9)                            |   | 2,276,357   |   |   | 1,279,169   |  
|Deficit                                                 |   | (16,692,290 | ) |   | (13,163,541 | )
|                                                        |   | 291,896     |   |   | 839,586     |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 869,397     |   | $ | 1,528,919   |  

See accompanying notes

Approved on behalf of the Board:

|Kenneth W. Powell |  | Robert F. Roddick
|------------------- |  | -------------------
|Signed              |  | Signed             

- 62 -

---

|TITAN TRADING ANALYTICS INC.                                      
|------------------------------------------------------------------
|(Continued under the Laws of Alberta)                             
|A Development Stage Corporation                                 
|Consolidated Statements of Operations and
      Comprehensive Loss
|As at October 31, 2009 and 2008                                   
|(expressed in
      Canadian dollars)                             

|                                                                         |   |            |   |   |            |   |   |             |   |   | Cumulative from |  
|------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | ----------- | - | - | --------------- | -
|                                                                         |   |            |   |   |            |   |   |             |   |   | 2002            |  
|                                                                         |   |            |   |   |            |   |   |             |   |   | (inception of   |  
|                                                                         |   |            |   |   |            |   |   |             |   |   | development     |  
|                                                                         |   | 2009       |   |   | 2008       |   |   | 2007        |   |   | stage)          |  
|                                                                         |   |            |   |   |            |   |   | (Restated  |   |   |                 |  
|                                                                         |   |            |   |   |            |   |   | see Note 2) |   |   |                 |  
|EXPENSES                                                                 |   |            |   |   |            |   |   |             |   |   |                 |  
|Research and development (Note
      8)                                  | $ | 1,439,914  |   | $ | 871,222    |   | $ | 1,376,351   |   | $ | 5,337,604       |  
|General and administrative (Note 8)                                      |   | 1,918,400  |   |   | 1,730,916  |   |   | 1,092,976   |   |   | 7,123,506       |  
|Amortization                                                             |   | 186,774    |   |   | 147,779    |   |   | 35,951      |   |   | 655,609         |  
|Bank charges and interest                                                |   | 12,522     |   |   | 7,500      |   |   | 39,769      |   |   | 96,142          |  
|Loss on short-term investment                                            |   | ---        |   |   | 350,467    |   |   | ---         |   |   | 353,467         |  
|Loss (Gain) on foreign exchange                                          |   | (28,183    | ) |   | (26,070    | ) |   | 42,566      |   |   | (14,086         | )
|                                                                         |   |            |   |   |            |   |   |             |   |   |                 |  
|Loss from operations                                                     |   | 3,529,427  |   |   | 3,081,814  |   |   | 2,587,613   |   |   | 13,552,242      |  
|Interest and other
      income                                          |   | 678        |   |   | 5,829      |   |   | 7,975       |   |   | 15,064          |  
|                                                                         |   |            |   |   |            |   |   |             |   |   |                 |  
|Net loss and comprehensive loss                                          |   | (3,528,749 | ) |   | (3,075,985 | ) |   | (2,579,638  | ) |   | (13,537,178     | )
|                                                                         |   |            |   |   |            |   |   |             |   |   |                 |  
|LOSS PER SHARE  Basic (Note 14)                                         | $ | (0.07      | ) | $ | (0.07      | ) | $ | (0.07       | ) |   |                 |  
|                                                                         |   |            |   |   |            |   |   |             |   |   |                 |  
|WEIGHTED AVERAGE NUMBER OF SHARES USED
      TO CALCULATE LOSS PER SHARE |   | 51,951,767 |   |   | 44,032,360 |   |   | 35,838,813  |   |   |                 |  

See accompanying notes

- 63 -

---

|TITAN TRADING ANALYTICS INC.                         
|-----------------------------------------------------
|(Continued under the Laws of Alberta)                
|A Development Stage Corporation                    
|Consolidated Statements of Shareholders
      Equity
|As at October 31, 2009 and 2008                      
|(expressed in
      Canadian dollars)                

Share
    
    
    
    
    
    ContributedCapital
    
    
    Warrants
    
    
    Surplus
    
    
    Deficit
    
    
    TotalOctober 31, 2006
    $
    6,717,678
    
    $
    409,510
    
    $
    338,572
    
    $
    (7,507,918
    )
    $
    (42,158
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (2,579,638
    )
    
    (2,579,638
    )Expired/forfeited warrants
    
    
    
    
    (11,633
    )
    
    11,633
    
    
    
    
    
    ---Stock options exercised
    
    78,904
    
    
    
    
    
    (23,342
    )
    
    
    
    
    55,562Warrants exercised
    
    884,171
    
    
    (86,150
    )
    
    
    
    
    
    
    
    798,021Private placement
    
    865,292
    
    
    184,049
    
    
    
    
    
    
    
    
    1,049,341Shares issued
    
    249,000
    
    
    
    
    
    
    
    
    
    
    
    249,000Stock compensation expense
    
    
    
    
    
    
    
    217,819
    
    
    
    
    
    217,819October 31, 2007(Restated - see Note 2)
    
    8,795,045
    
    
    495,776
    
    
    544,682
    
    
    (10,087,556
    )
    
    (252,053
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (3,075,985
    )
    
    (3,075,985
    )Expired/forfeited warrants
    
    
    
    
    (200,550
    )
    
    200,550
    
    
    
    
    
    ---Stock options exercised
    
    47,905
    
    
    
    
    
    (14,405
    )
    
    
    
    
    33,500Warrants exercised
    
    733,783
    
    
    (129,017
    )
    
    
    
    
    
    
    
    604,766Private placement
    
    2,168,586
    
    
    812,430
    
    
    
    
    
    
    
    
    2,981,016Warrants modified
    
    (37,664
    )
    
    37,664
    
    
    
    
    
    
    
    
    ---Stock compensation expense
    
    
    
    
    
    
    
    548,342
    
    
    
    
    
    548,342October 31, 2008
    
    11,707,655
    
    
    1,016,303
    
    
    1,279,169
    
    
    (13,163,541
    )
    
    839,586Net loss
    
    
    
    
    
    
    
    
    
    
    (3,528,749
    )
    
    (3,528,749
    )Expired/forfeited warrants
    
    
    
    
    (239,077
    )
    
    239,077
    
    
    
    
    
    ---Stock options exercised
    
    169,120
    
    
    
    
    
    (49,820
    )
    
    
    
    
    119,300Private placement
    
    1,644,179
    
    
    338,649
    
    
    
    
    
    
    
    
    1,982,828Shares issued for service
    
    71,000
    
    
    
    
    
    
    
    
    
    
    
    71,000Stock compensation expense
    
    
    
    
    
    
    
    807,931
    
    
    
    
    
    807,931October 31, 2009
    $
    13,591,954
    
    $
    1,115,875
    
    $
    2,276,357
    
    $
    (16,692,290
    )
    $
    291,896


See accompanying notes

- 64 -

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|A Development Stage Corporation          
|Consolidated Statements of Cash Flows      
|Years ended October 31, 2009, 2008 and 2007
|(expressed in
      Canadian dollars)      

|                                                        |   |            |   |   |            |   |   |             |   |   | Cumulative from |  
|------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | - | - | --------------- | -
|                                                        |   |            |   |   |            |   |   |             |   |   | 2002            |  
|                                                        |   |            |   |   |            |   |   |             |   |   | (inception of   |  
|                                                        |   |            |   |   |            |   |   |             |   |   | development     |  
|                                                        |   | 2009       |   |   | 2008       |   |   | 2007        |   |   | stage)          |  
|                                                        |   |            |   |   |            |   |   | (Restated - |   |   |                 |  
|OPERATING                                               |   |            |   |   |            |   |   | see Note 2) |   |   |                 |  
|Net loss                                                | $ | (3,528,749 | ) | $ | (3,075,985 | ) | $ | (2,579,638  | ) | $ | (13,537,178     | )
|                                                        |   |            |   |   |            |   |   |             |   |   |                 |  
|Adjustments for non-cash items                          |   |            |   |   |            |   |   |             |   |   |                 |  
|Amortization                                            |   | 186,774    |   |   | 147,779    |   |   | 35,951      |   |   | 655,609         |  
|Research and development                                |   | 71,000     |   |   | ---        |   |   | 249,000     |   |   | 645,235         |  
|Stock option expense                                    |   | 807,931    |   |   | 548,342    |   |   | 217,819     |   |   | 1,786,135       |  
|Loss on disposal of equipment                           |   | ---        |   |   | ---        |   |   | ---         |   |   | 1,021           |  
|Amortization of leasehold inducements                   |   | (15,316    | ) |   | ---        |   |   | ---         |   |   | (15,316         | )
|Net changes in non-cash working capital
      balances: |   |            |   |   |            |   |   |             |   |   |                 |  
|Prepaid expenses and
      deposit                      |   | 6,690      |   |   | (30,521    | ) |   | 47,158      |   |   | 6,690           |  
|Sundry receivable                                       |   | (35,180    | ) |   | ---        |   |   | ---         |   |   | (91,616         | )
|Accounts payable and accrued liabilities                |   | 61,365     |   |   | (212,138   | ) |   | 50,843      |   |   | 149,145         |  
|                                                        |   | (2,445,485 | ) |   | (2,622,523 | ) |   | (1,978,867  | ) |   | (10,400,275     | )
|                                                        |   |            |   |   |            |   |   |             |   |   |                 |  
|INVESTING                                               |   |            |   |   |            |   |   |             |   |   |                 |  
|Due from related parties                                |   | 58,754     |   |   | (58,754    | ) |   | ---         |   |   | ---             |  
|Loan receivable                                         |   | ---        |   |   | ---        |   |   | ---         |   |   | (62,735         | )
|Purchase of equipment                                   |   | (47,179    | ) |   | (731,147   | ) |   | (132,786    | ) |   | (980,703        | )
|Restricted cash                                         |   | 227,409    |   |   | (203,972   | ) |   | ---         |   |   | 23,437          |  
|Short-term investments                                  |   | ---        |   |   | 140,628    |   |   | (237,326    | ) |   | (85,087         | )
|                                                        |   | 238,984    |   |   | (853,245   | ) |   | (370,112    | ) |   | (1,105,088      | )
|FINANCING                                               |   |            |   |   |            |   |   |             |   |   |                 |  
|Issue of shares capital net of issue
      costs        |   | 2,102,128  |   |   | 3,619,282  |   |   | 1,902,925   |   |   | 10,638,205      |  
|Proceeds from leasehold inducement                      |   | 114,870    |   |   | ---        |   |   | ---         |   |   | 114,870         |  
|Redemption of common shares                             |   | ---        |   |   | ---        |   |   | ---         |   |   | (15,000         | )
|Loans and advances                                      |   | (222,929   | ) |   | 131,836    |   |   | 136,794     |   |   | 463,716         |  
|                                                        |   | 1,994,069  |   |   | 3,751,118  |   |   | 2,039,719   |   |   | 11,201,791      |  
|EFFECT OF EXCHANGE RATE CHANGES                         |   | (39,360    | ) |   | 40,940     |   |   | 13,474      |   |   | 11,317          |  
|INCREASE (DECREASE) IN CASH                             |   | (251,792   | ) |   | 316,290    |   |   | (295,786    | ) |   | (292,255        | )
|AND CASH EQUIVALENTS                                    |   |            |   |   |            |   |   |             |   |   |                 |  
|CASH AND CASH EQUIVALENTS,                              |   | 334,954    |   |   | 18,664     |   |   | 314,450     |   |   | 375,417         |  
|BEGINNING OF PERIOD                                     |   |            |   |   |            |   |   |             |   |   |                 |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                | $ | 83,162     |   | $ | 334,954    |   | $ | 18,664      |   | $ | 83,162          |  
|CASH USED IN OPERATING ACTIVITIES INCLUDES:             |   |            |   |   |            |   |   |             |   |   |                 |  
|Bank charges and interest                               | $ | 12,522     |   | $ | 7,500      |   | $ | 39,769      |   | $ | 96,142          |  

See accompanying notes

- 65 -

---

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

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Titan Trading Analytics Inc. (Titan or the Company)
      was incorporated on November 30, 1993. The Company is a development stage
      company that focuses on developing financial software for market timing,
      trading analytics and automated trading execution. The Company has yet to
      establish profitable business operations and has remained in research and
      development mode since its incorporation. Since 2002 the Company has been
      developing an automated trading platform. Cumulative balances incurred in
      developing the automated trading platform since 2002 have been presented
      in the financial statements. The Company currently has two distinct
      trading products in its line-up, each of which is now beginning to
      establish a real-world track record to demonstrate its potential as a
      revenue source.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The consolidated financial statements of Titan have been
      prepared on the basis of accounting principles applicable to a going
      concern, which assumes that the Company will be able to continue in
      operation for the foreseeable future and will be able to realize its
      assets and discharge its liabilities in the normal course of
    business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Several adverse conditions cast substantial doubt on the
      validity of this assumption. The Company has incurred significant
      operating losses over the past several fiscal years as they have not
      completed the development of their financial software, and has an
      accumulated deficit of $16,692,290 at October 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Management has evaluated the Companys alternatives to
      enable it to pay its liabilities as they become due and payable in the
      current year, reduce operating losses and obtain additional or new
      financing in order to advance its business plan. Alternatives being
      considered by management include, among others, obtaining financing from
      new lenders and the issuance of additional equity. The Company believes
      these measures will provide liquidity for it to continue as a going
      concern throughout fiscal 2010. However, management can provide no
      assurance thereon.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements do not reflect
      adjustments that would be necessary if the going concern assumption was
      not appropriate because management believes that the actions already taken
      or planned will mitigate the adverse conditions and events that raise
      doubts about the validity of the going concern assumption used in
      preparing these consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | If the going concern assumption was not appropriate for
      these consolidated financial statements, then adjustments would be
      necessary in the carrying value of assets and liabilities, the reported
      expenses and the balance sheet classifications
used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 66 -

---

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

|2. | CHANGE IN ACCOUNTING POLICY AND PRIOR PERIOD
      ADJUSTMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Change in Accounting Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Prior Period Adjustment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In the 2007 fiscal year, the Company failed to account
      for a $58,451 consulting fee for services provided in fiscal 2007 and not
      invoiced and paid until fiscal 2008. As a result, the Company has restated
      its consolidated balance sheets and statements of shareholders equity, as
      at October 31, 2007 and consolidated statements of operations and
      comprehensive loss and statements of cash flow for the year ended October
      31, 2007. The impact of these changes was an increase in accounts payable
      and deficit of $58,451, an increase to general and administrative expenses
      of $90,000 and a decrease in research and development expenses of
      $31,549.

| |                                 |  | As          |   |  |             |   |  |             |  
| | ------------------------------- |  | ----------- | - |  | ----------- | - |  | ----------- | -
| |                                 |  | Previously  |   |  | Restatement |   |  | As Restated |  
| |                                 |  | Reported    |   |  |             |   |  |             |  
| | As at October 31, 2007          |  |             |   |  |             |   |  |             |  
| | Accounts payable                |  | 274,173     |   |  | 58,451      |   |  | 332,624     |  
| | Deficit                         |  | (10,029,105 | ) |  | (58,451     | ) |  | (10,087,556 | )
| |                                 |  |             |   |  |             |   |  |             |  
| | Year ended October 31, 2007     |  |             |   |  |             |   |  |             |  
| | General and administrative      |  | 1,079,507   |   |  | 90,000      |   |  | 1,169,507   |  
| | Research and development        |  | 1,331,369   |   |  | (31,549     | ) |  | 1,299,820   |  
| | Net loss and comprehensive loss |  | (2,521,187  | ) |  | (58,451     | ) |  | (2,579,638  | )

- 67 -

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These consolidated financial statements are prepared in
      accordance with accounting principles generally accepted in
  Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These consolidated financial statements include the
      accounts of the Company and its wholly owned subsidiaries, Titan Trading
      GP Inc., Titan Trading Corp., Titan Holdings USA, LLC and Titan Trading
      USA, LLC. All inter-company balances and transactions have been eliminated
      on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Research costs are expensed when incurred. Development
      costs are expensed when incurred prior to the establishment of technical
      feasibility. Subsequent to the establishment of technical feasibility, the
      costs associated with the development of a commercial product for which
      adequate resources exist to market the product are capitalized as software
      and systems development. Capitalization of development costs ceases when
      the product is available for general release to customers. There were no
      development costs capitalized during the year.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Computer equipment is recorded at cost less accumulated
      amortization and is amortized at 30% declining balance per
annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Office furniture is recorded at cost less accumulated
      amortization and is amortized at 20% declining balance per
annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Leasehold improvements are recorded at cost less
      accumulated amortization and are amortized over the lease term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company makes periodic reviews for impairment of
      long-lived assets whenever events or changes in circumstances indicate
      that the carrying amount of an asset may not be recoverable. The carrying
      value of the assets would be written down to its fair value when
      undiscounted future cash flows expected to result from the use of an asset
      and its eventual disposition are less than its carrying amount.                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Future income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company follows the liability method of accounting
      for income taxes. Under this method, current income taxes are recognized
      for the estimated income taxes payable for the current year. Future income
      tax assets and liabilities are recognized for temporary differences
      between the tax and accounting bases of assets and liabilities. Future
      income tax assets and liabilities are measured using substantively enacted
      income tax rates expected to apply to taxable income in the years in which
      temporary differences are expected to be recovered or settled. Future tax
      assets, if any, are recognized only to the extent that, in the opinion of
      management, it is more likely than not that the future income tax assets
      will be realized.

- 68 -

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The functional currency of the Company is the Canadian
      dollar. Monetary assets and liabilities denominated in currencies other
      than the Canadian dollar are translated using the rate of exchange
      prevailing at the balance sheet date. Revenues and expenses and other
      assets and liabilities are translated using the exchange rate prevailing
      on the transaction date. Gains and losses on translation are included in
      operations.                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company translates the assets and liabilities of
      integrated foreign operations to Canadian dollars using the temporal
      method of translation. Under the temporal method, monetary assets and
      liabilities are translated at the rate of exchange prevailing at year end,
      non-monetary assets and liabilities are translated at average rates of
      exchange during the year, with the exception of amortization which is
      translated at historical exchange rates. Revenues and expenses are
      translated at the rates of exchange prevailing when the transactions
      occurred. Gains and losses resulting from translation adjustments are
      included in operations.                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The preparation of financial statements in conformity
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates. The significant estimates used by management include
      valuation allowances for future income taxes, useful lives for the
      amortization of property and equipment, fair value of financial
      instruments, and determining the fair value of stock-based
      compensation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Basic loss per share is computed by dividing the loss
      available to common shareholders by the weighted average number of common
      shares outstanding during the year. The computation of diluted loss per
      share assumes the conversion, exercise or contingent issuance of
      securities only when such conversion, exercise or issuance would have a
      dilutive effect on earnings per share. The dilutive effect of outstanding
      options and warrants and their equivalents is reflected in diluted loss
      per share by application of the treasury stock method. Diluted loss per
      share is not presented when it would be anti-dilutive.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Cash and cash equivalents include highly liquid
      investments that are readily convertible to known amounts of cash and
      which are subject to an insignificant risk of change in value, with an
      original maturity of less than three months at the time of
  purchase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 69 -

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Deferred Lease Inducement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Lease inducements received in the form of leasehold
      improvement costs are amortized over the term of the lease as a reduction
      of rent expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company accounts for stock options granted to
      directors, officers, employees and non-employees using the fair value
      method of accounting. The fair value of stock options for directors,
      officers and employees are calculated at the date of grant and is expensed
      over the vesting period of the options on a straight-line basis. For
      non-employees, the fair value of the options is measured on the earlier of
      the date at which the counterparty performance is complete, the date at
      which the performance commitment is reached or the date at which the
      equity instrument is granted if they are fully vested and non-forfeitable.
      The Company uses the Black-Scholes model to calculate the fair value of
      stock options issued, which requires certain assumptions to be made at the
      time the options are awarded, including the expected life of the option,
      the expected number of granted options that will vest and the expected
      future volatility of the stock. As the options are exercised, the
      consideration paid, along with the amount previously recognized in
      contributed surplus, is recorded as an increase to share capital. The
      Company reflects estimates of award forfeitures at the time of grant and
      revises in subsequent periods, if necessary, when forfeiture rates are
      expected to change.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Non-monetary transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | All non-monetary transactions are measured at the fair
      value of the asset surrendered or the asset received, whichever is more
      reliable, unless the transaction lacks commercial substance. The
      commercial substance requirement is met when the future cash flows are
      expected to change significantly as a result of the transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Variable Interest Entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Variable interest entities ("VIE") are defined under
      Accounting Guideline 15 "Consideration of Variable Interest Entities"
      ("AcG 15") as entities that do not have sufficient equity at risk to
      finance their activities without additional subordinated financial
      support, or where the equity holders lack the overall characteristics of a
      controlling financial interest. The guideline requires that the VIE be
      consolidated with the financial results of the entity deemed to be the
      primary beneficiary of the VIE's expected losses and its expected residual
      returns. There are no variable interest entities to be
  consolidated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Joint Interest Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Certain of the Companys trading activities are conducted
      jointly with another entity. The consolidated financial statements reflect
      only the Companys proportionate interest in such activities. Such
      arrangements are considered to be participation funding and are not
      considered to be joint ventures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 70 -

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | All financial instruments are initially recorded on the
      consolidated balance sheet at fair value. They are subsequently valued
      either at fair value or amortized cost depending on the classification
      selected for the financial instrument. Financial assets are classified as
      either "held-for-trading", "held-to- maturity", "available-for-sale" or
      "loans and receivables" and financial liabilities are classified as either
      "held-for-trading" or "other financial liabilities". Financial assets and
      liabilities classified as held-for-trading are measured at fair value with
      changes in fair value recorded in the consolidated statements of
      operations except for financial assets and liabilities designated as cash
      flow hedges which are measured at fair value with changes in fair value
      recorded as a component of other comprehensive income. Financial assets
      classified as held-to-maturity or loans and receivables and financial
      liabilities classified as other financial liabilities are subsequently
      measured at amortized cost using the effective interest method.
      Available-for-sale financial assets that have a quoted price in an active
      market are measured at fair value with changes in fair value recorded in
      other comprehensive income. Such gains and losses are reclassified to
      earnings when the related financial asset is disposed of or when the
      decline in value is considered to be other-than-temporary. Equity
      instruments classified as "available-for-sale" that do not have a quoted
      price in an active market are subsequently measured at cost. Purchases and
      sales of financial assets will be accounted for using trade-date
      accounting and transaction costs relating to financial instruments will be
      expensed in the period incurred.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has classified its financial instruments as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Comprehensive income is the change in equity of a
      company, during a period, from transactions and other events and
      circumstances from non-owner sources. It includes all changes in equity
      during a period except those resulting from investments by owners and
      distributions to owners. The Company did not have other comprehensive
      income and accordingly comprehensive loss and net loss are
  equal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 71 -

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
  (continued)                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|   | Future Accounting Pronouncements                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                   
|4. | SHORT-TERM INVESTMENTS                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                   
|   | Short-term investments consist of a $90,000 guaranteed
      investment certificate bearing interest at prime less 2.00% maturing
      September 3, 2010, as compared to $90,000 in 2008. The investment is
      collateral for a $90,000 letter of credit which has been issued by the
      Company for their leased premises.
|   |                                                                                                                                                                                                                                                                                                                                   
|5. | RESTRICTED CASH                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                   
|   | Restricted cash consists of amounts held in a trading
      account for the purpose of trading securities to test the financial
      trading software that the Company is developing and is not available for
      current purposes.                                                                                            

- 72 -

---

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

|6. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                               |   | October 31, 2009 |  |   | October 31, 2008 | 
| | ----------------------------- | - | ---------------- |  | - | ---------------- | 
| |                               |   |                  |  |   | Accumulated      | 
| |                               |   | Cost             |  |   | Amortization     | 
| | Computer Equipment            | $ | 328,865          |  | $ | 174,429          | 
| |                               |   |                  |  |   |                  | 
| | Office Furniture              |   | 88,349           |  |   | 29,877           | 
| | Leasehold 
      Improvements |   | 589,908          |  |   | 199,773          | 
| |                               | $ | 1,007,122        |  | $ | 404,079          | 

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

| |                                                                                                                                                                       |   | 2009    |  |   | 2008    | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------- |  | - | ------- | 
| | Loan payable, is due to a
      Director who is also an officer of the Company. The loan is
      non-interest bearing, unsecured and has no fixed terms of repayment | $ | 5,198   |  | $ | ---     | 
| |                                                                                                                                                                       |   |         |  |   |         | 
| | Advance from a third party,
      bears no interest, is unsecured and is due on demand                                                                                |   | 290,898 |  |   | 240,391 | 
| |                                                                                                                                                                       |   |         |  |   |         | 
| | Advance from a third party,
      bears no interest, is unsecured and is due on demand. The amount was
      repaid during the year                                   |   | ---     |  |   | 328,456 | 
| |                                                                                                                                                                       |   |         |  |   |         | 
| |                                                                                                                                                                       | $ | 296,096 |  | $ | 568,847 | 

|8. | RELATED PARTY TRANSACTIONS                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                
|   | Included in the consolidated financial statements are the
      following related party transactions not disclosed
  elsewhere:

| |                                |   | 2009    |  |   | 2008    |  |   | 2007    | 
| | ------------------------------ | - | ------- |  | - | ------- |  | - | ------- | 
| | Management and consulting fees | $ | 94,500  |  | $ | 184,500 |  | $ | 167,806 | 
| | Research and development       |   | 237,574 |  |   | 258,182 |  |   | 262,958 | 

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

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

Due from related party is receivable
from a director who is also an officer of the Company. The amount due from
related party is unsecured, have no terms of repayment, and bears no interest.
The amount was received during the year.

- 73 -

---

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

|8. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                   
|   | Included in accounts payable and accrued liabilities is
      $27,548 (2008 - $5,542) payable to a director of the Company and a company
      controlled by a director.                                          
|   |                                                                                                                                                                                                                   
|   | The related party transactions are in the normal course
      of operations and are recorded at the exchange amount which is the amount
      of consideration established and agreed to by the related
  parties.
|   |                                                                                                                                                                                                                   
|9. | SHARE CAPITAL                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                   
|   | Authorized Share Capital:                                                                                                                                                                                         

Unlimited number of common shares with
no par value. Unlimited number of preferred shares Preferred shares may
be issued in one or more series and the directors are authorized to fix the
number of shares in each series and determine the designation, rights,
privileges and conditions attached to the shares of each series.

| |                            |  | Common Shares |  |  | Warrants  |  
| | -------------------------- |  | ------------- |  |  | --------- | -
| |                            |  | Shares        |  |  | Amount    |  
| |                            |  |               |  |  |           |  
| | Balance, November 30, 1993 |  | ---           |  |  | ---       |  
| | Issued for cash            |  | 1             |  |  | 1         |  
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1994  |  | 1             |  |  | 1         |  
| | Issued for cash            |  | 4,114,000     |  |  | 1,314,900 |  
| | Warrants issued            |  | ---           |  |  | ---       |  
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1995  |  | 4,114,001     |  |  | 1,314,901 |  
| | Issued for cash            |  | 4,302,000     |  |  | 1,055,500 |  
| | Share issuance costs       |  | ---           |  |  | (141,089  | )
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1996  |  | 8,416,001     |  |  | 2,229,312 |  
| | Issued for cash            |  | 316,000       |  |  | 442,400   |  
| | Warrants issued            |  | ---           |  |  | ---       |  
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1997  |  | 8,732,001     |  |  | 2,671,712 |  
| | Warrants exercised         |  | 125,000       |  |  | 131,250   |  
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1998  |  | 8,857,001     |  |  | 2,802,962 |  
| | Warrants forfeited         |  | ---           |  |  | ---       |  
| |                            |  |               |  |  |           |  
| | Balance, October 31, 1999  |  | 8,857,001     |  |  | 2,802,962 |  
| | Issued for cash            |  | 275,965       |  |  | 572,976   |  
| | Warrants issued            |  | ---           |  |  | ---       |  

- 74 -

---

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

9.    SHARE CAPITAL (continued)

| |                                      |  | Common Shares |  |  | Warrants   |  
| | ------------------------------------ |  | ------------- |  |  | ---------- | -
| |                                      |  | Shares        |  |  | Amount     |  
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2000            |  | 9,132,966     |  |  | 3,375,938  |  
| | Issued for cash                      |  | 680,000       |  |  | 340,000    |  
| | Warrants issued                      |  | ---           |  |  | ---        |  
| | Warrants expired                     |  | ---           |  |  | ---        |  
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2001            |  | 9,812,966     |  |  | 3,715,938  |  
| | Issued for cash                      |  | ---           |  |  | ---        |  
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2002            |  | 9,812,966     |  |  | 3,715,938  |  
| | Warrants expired                     |  | ---           |  |  | ---        |  
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2003            |  | 9,812,966     |  |  | 3,715,938  |  
| | Private placements                   |  | 3,211,999     |  |  | 242,456    |  
| | Share issuance costs                 |  | ---           |  |  | (9,800     | )
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2004            |  | 13,024,965    |  |  | 3,948,594  |  
| | Private placements                   |  | 5,455,110     |  |  | 878,014    |  
| | Warrants exercised                   |  | 430,000       |  |  | 72,240     |  
| | Shares issued for debt               |  | 3,736,324     |  |  | 472,309    |  
| | Shares issuance costs                |  | ---           |  |  | (77,652    | )
| | Warrants expired and forfeited       |  | ---           |  |  | ---        |  
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2005            |  | 22,646,399    |  |  | 5,293,505  |  
| | Private placements                   |  | 6,012,765     |  |  | 1,157,590  |  
| | Warrants exercised                   |  | 2,155,333     |  |  | 363,920    |  
| | Warrants issued in software transfer |  | ---           |  |  | ---        |  
| | Warrants expired and forfeited       |  | ---           |  |  | ---        |  
| | Share issuance costs                 |  | ---           |  |  | (97,337    | )
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2006            |  | 30,814,497    |  |  | 6,717,678  |  
| | Private placement                    |  | 3,311,299     |  |  | 957,552    |  
| | Warrants exercised                   |  | 3,010,403     |  |  | 884,171    |  
| | Stock options exercised              |  | 377,500       |  |  | 78,904     |  
| | Warrants expired and forfeited       |  | ---           |  |  | ---        |  
| | Shares issued for service            |  | 300,000       |  |  | 249,000    |  
| | Share issuance costs                 |  | ---           |  |  | (92,260    | )
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2007            |  | 37,813,699    |  |  | 8,795,045  |  
| | Private placement                    |  | 9,571,234     |  |  | 2,243,139  |  
| | Warrants exercised                   |  | 1,494,412     |  |  | 733,783    |  
| | Stock options exercised              |  | 335,000       |  |  | 47,905     |  
| | Warrants expired and forfeited       |  | ---           |  |  | ---        |  
| | Warrants modified                    |  | ---           |  |  | (37,664    | )
| | Share issuance costs                 |  | ---           |  |  | (74,553    | )
| |                                      |  |               |  |  |            |  
| | Balance, October 31, 2008            |  | 49,214,345    |  |  | 11,707,655 |  
| |                                      |  |               |  |  |            |  
| | Private placement                    |  | 7,743,533     |  |  | 1,693,027  |  

- 75 -

---

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

| | Stock options exercised        |  | 1,160,000  |  |  | 169,120    |   |  | ---        |   |  | ---       |  
| | ------------------------------ |  | ---------- |  |  | ---------- | - |  | ---------- | - |  | --------- | -
| | Warrants expired and forfeited |  | ---        |  |  | ---        |   |  | (1,655,632 | ) |  | (239,077  | )
| | Share issuance costs           |  | ---        |  |  | (48,848    | ) |  | ---        |   |  | (13,584   | )
| | Shares issued for services     |  | 200,000    |  |  | 71,000     |   |  | ---        |   |  | ---       |  
| | Balance, October 31, 2009      |  | 58,317,878 |  |  | 13,591,954 |   |  | 11,907,384 |   |  | 1,115,875 |  

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a) Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On March 17, 2009, the Company closed of a nonbrokered
      private placement of units (Units), which raised CDN$656,260. The
      Company issued 2,187,533 Units at CDN$0.30 per Unit. Each Unit consists of
      one common share (Common Share) and onehalf of one common share
      purchase warrant (a Warrant). Of the gross proceeds, $512,335 and
      $143,925 have been allocated to the common shares and warrants
      respectively using the relative fair value method. The value allocated to
      the common share purchase warrants was determined using the Black-Scholes
      option pricing model with the following assumptions: dividend yield of
      $0.00, expected volatility of 128%, risk free rate of 1.02%, and expected
      life of 2 years. Each whole Warrant is exercisable into one Common Share
      at a price of CDN$0.45 per Common Share during the first year following
      the date of closing and at CDN$0.60 per Common Share during the subsequent
      year and will expire March 17, 2011. The Company paid a total of CDN
      $44,056 in finders fees.

- 76 -

---

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

On October 15, 2009, the Company closed
of a nonbrokered private placement of units (Units), which raised
CDN$1,389,000. The Company issued 5,556,000 Units at CDN$0.25 per Unit. Each
Unit consists of one common share (Common Share) and onehalf of one common
share purchase

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

During 2009, a total of 1,160,000
options were exercised.

In April 2009, the Company granted
200,000 shares for service to consultants of the Company. The fair value of the
shares was determined on the date of grant to be $0.355. As a result the Company
has recorded the cost of the shares at $71,000 and have recorded a consulting
fee expense of $71,000.

- 77 -

---

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

|9. | SHARE CAPITAL (continued)                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                        
|   | During the year, the Company modified the terms of the
      software transfer agreement entered into in 2006. Effective May 28, 2009,
      the agreement has been amended as follows:
|   |                                                                                                                                                                                        
|   | •                                                                                                                                                                                      
|   |                                                                                                                                                                                        
|   | •                                                                                                                                                                                      

The fair value of the common shares and
warrants and the change in fair value as a result of the modification to the
terms of the warrants has not been reflected in the financial statements as the
issuance of the shares and warrants are subject to performance conditions which
have not been met.

2008

In December 2007, the Company closed a
non-brokered private placement of units (Units), which raised gross proceeds
of CDN$1,214,494. The Company issued 3,036,234 Units at CDN$0.40 per Unit. Each
Unit consists of one (1) common share in the capital of Titan and one-half (1⁄2)
of one common share purchase warrant (a Warrant). Of the gross proceeds,
$941,800 and $272,694 have been allocated to the common shares and warrants
respectively using the relative fair value method. The value allocated to the
common share purchase warrants was determined using the Black-Scholes option
pricing model with the following assumptions: dividend yield of $0.00, expected
volatility of 137%, risk free rate of 3.70% and expected life of 2 years. Each
whole Warrant will entitle the holder thereof to purchase one common share for a
price of CDN$0.60 and will expire December 7, 2009. The securities issued under
the private placement are subject to a four-month hold period. Insiders
participated in the private placement for total gross proceeds of $363,428. The
issue costs relating to this placement totaled $30,536.

On March 6, 2008, the Company closed a
fully-subscribed non-brokered private placement of units (Units), which raised
gross proceeds of CDN$510,000. The Company issued 2,000,000 Units at a price of
CDN$0.255 per unit. Each unit consists of one (1) common share in the capital of
the Company and one-half (1⁄2) of one common share purchase warrant. Of the gross
proceeds, $380,014 and $129,986 have been allocated to the common shares and
warrants respectively using the relative fair value method. The value allocated
to the common share purchase warrants was determined using the Black-Scholes
option pricing model with the following assumptions: dividend yield of $0.00,
expected volatility of 139%, risk free rate of 2.52% and expected life of 2
years. Each whole warrant entitles the holder thereof to purchase one common
share for a price of CDN$0.35 and will expire March 6, 2010. The securities
issued under the private placement are subject to a four-month hold period.
Insiders participated in the private placement for total gross proceeds of
$132,330. The issue costs related to this private placement totaled $6,200.

- 78 -

---

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

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On July 29, 2008, the Company closed a fully-subscribed
      non-brokered private placement of units (Units), which raised gross
      proceeds of CDN$610,500. The Company issued 2,035,000 Units at a price of
      CDN$0.30 per unit. Each unit consists of one (1) common share in the
      capital of the Company and one-half (1⁄2) of one common share purchase
      warrant. Of the gross proceeds, $465,765 and $144,735 have been allocated
      to the common shares and warrants respectively using the relative fair
      value method. The value allocated to the common share purchase warrants
      was determined using the Black-Scholes option pricing model with the
      following assumptions: dividend yield of $0.00, expected volatility of
      131%, risk free rate of 3.05% and expected life of 2 years. Each whole
      warrant entitles the holder thereof to purchase one common share for a
      price of CDN$0.40 and will expire July 29, 2010. The securities issued
      under the private placement are subject to a four-month hold period.
      Insiders participated in the private placement for total gross proceeds of
      $90,000. The issue costs related to this private placement totaled
      $18,868.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On August 19, 2008, the Company closed a fully-subscribed
      non-brokered private placement of units (Units), which raised gross
      proceeds of CDN$750,000. The Company issued 2,500,000 Units at a price of
      CDN$0.30 per unit. Each unit consists of one (1) common share in the
      capital of the Company and one common share purchase warrant. Of the gross
      proceeds, $455,560 and $294,440 have been allocated to the common shares
      and warrants respectively using the relative fair value method. The value
      allocated to the common share purchase warrants was determined using the
      Black-Scholes option pricing model with the following assumptions:
      dividend yield of $0.00, expected volatility of 131%, risk free rate of
      2.74% and expected life of 2 years. Each whole warrant entitles the holder
      thereof to purchase one common share for a price of CDN$0.40 and will
      expire August 19, 2010. The securities issued under the private placement
      are subject to a four-month hold period. Insiders participated in the
      private placement for total gross proceeds of $600,000. The issue costs
      related to this private placement totaled $42,072.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year, the Company modified the exercise price
      of the 1,392,626 common share purchase warrants issued on December 12,
      2006. The warrants have been re-priced from $0.50 to $0.38 representing
      the current 10 day weighted average trading price of the common shares.
      All other terms of the warrants remain the same. The warrants expire on
      December 12, 2008. The increase in fair value of $37,664 as a result of
      the modification has been re-allocated to the warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year, the Company modified the terms of a
      software transfer agreement entered into in 2006. In 2006, the Company
      signed an agreement with two directors of the Company to issue 4,500,000
      common shares and 2,000,000 common share purchase warrants. The 4,500,000
      common shares to be issued was contingent on the Company achieving certain
      milestones by May 31, 2007 as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | a) | upon the Company achieving $400,000 of cumulative gross
      revenue, 1/3 of the common shares (1,500,000 common shares) would have
      been eligible to be issued;                  
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                         
| | b) | upon the Company achieving $800,000 of cumulative gross
      revenue, an additional 1/3 of the common shares (1,500,000 common shares)
      would have been eligible to be issued; and
| |    |                                                                                                                                                                                         
| | c) | upon the Company achieving $1.2 million of cumulative
      gross revenue, an additional 1/3 of the common shares (1,500,000 common
      shares) would have been eligible to be issued.

- 79 -

---

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

|9. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | A total of 1,000,000 purchase warrants issued were
      exercisable at $0.50 per share for a six month period commencing June 1,
      2007, provided the Company achieved at least $1.2 million of gross revenue
      for the period June 1, 2006 to May 31, 2007. The remaining 1,000,000
      purchase warrants are exercisable at a price of $1.00 per share for a six
      month period commencing June 1, 2008 provided the Company achieves gross
      revenue of $1.8 million for the period June 1, 2007 to May 31, 2008.
      Effective October 2, 2008, the agreement has been amended as
    follows:

| | • | The total number of common shares and the amount of the
      cumulative gross revenue milestones will not change however the common
      shares will only be issued upon the Company achieving the milestones by
      May 31, 2009 and any common shares not earned by May 31, 2009 will not be
      eligible for issuance.                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | The total number of performance warrants and the amount
      of the gross revenue milestones will not change however the performance
      warrants will be exercisable upon the Company achieving the gross revenue
      milestones for the one year period ended May 31, 2010. The exercise prices
      will remain the same however the exercise period for the first and second
      tranche will be the six month period commencing June 1, 2009.

The fair value of the common shares and
warrants and the change in fair value as a result of the modification to the
terms of the warrants has not been reflected in the financial statements as the
issuance of the shares and warrants are subject to performance conditions which
have not been met.

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

Escrowed Shares

As at October 31, 2009 and 2008, there
were no common shares held in escrow.

Stock Options

Under the Companys stock option plan,
options to purchase common shares of the Company may be granted to directors,
officers, employees and consultants of the Company. These options entitle the
holder to purchase one common share at a subscription price that shall not be
less than that which may be acceptable to any stock exchange on which the
Companys shares are traded. The number of common shares reserved for issuance,
within a one-year period, to any one optionee shall not exceed 5% of the
outstanding common shares. The maximum number of common shares reserved for
issuance at any time may not exceed 20% of the number of outstanding common
shares. The Board of Directors determine the time during which options shall
vest and the method of vesting, provided that the options shall not vest on more
favourable terms than one-third of the total number of options granted on the
date of grant and on each of the 12 month and 18 month anniversaries of the date
of grant. Options expire no later than the fifth anniversary of the date of
grant. All rights to purchase shares pursuant to the plan terminate: (i) within
90 days of the optionee ceasing to be a director, officer, employee, or
consultant; or (ii) within 12 months after the death of an optionee, unless
exercised within that period.

- 80 -

---

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

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

During fiscal year ending October 31,
2009 the Company issued the following stock options to directors, officers and
consultants of the Company:

Date
    # Stock Options
    Exercise Price
    Expiry DateNovember 7, 2008
    525,000
    $0.36
    November 7, 2013January 26, 2009
    50,000
    $0.31
    January 26, 2014March 6, 2009
    1,990,000
    $0.33
    March 6, 2014April 21, 2009
    600,000
    $0.36
    April 21, 2014


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

| | Year                                             |  | 2009       |   |   |                |  |  | 2008                                             | 
| | ------------------------------------------------ |  | ---------- | - | - | -------------- |  |  | ------------------------------------------------ | 
| |                                                  |  |            |   |   |                |  |  |                                                  | 
| |                                                  |  | Number of  |   |   | Weighted-      |  |  |                                                  | 
| |                                                  |  | options    |   |   | Average        |  |  |                                                  | 
| |                                                  |  |            |   |   | Exercise Price |  |  |                                                  | 
| |                                                  |  |            |   |   |                |  |  |                                                  | 
| | **Outstanding at**
      **beginning of period** |  | 7,810,593  |   | $ | 0.29           |  |  | **Outstanding at** **beginning of
      period** | 
| | Granted                                          |  | 3,165,000  |   | $ | 0.34           |  |  | Granted                                          | 
| | Exercised                                        |  | (1,160,000 | ) | $ | 0.10           |  |  | Exercised                                        | 
| | Forfeited or expired                             |  | (685,000   | ) | $ | 0.41           |  |  | Forfeited or expired                             | 
| | Outstanding at end of
      period               |  | 9,130,593  |   | $ | 0.33           |  |  | Outstanding at
      end of period               | 
| |                                                  |  |            |   |   |                |  |  |                                                  | 
| | Exercisable at end of
      period               |  | 6,917,252  |   | $ | 0.33           |  |  | Exercisable at
      end of period               | 

- 81 -

---

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

|9. | SHARE CAPITAL (continued)                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|   | The following table summarizes information on stock
      options outstanding and exercisable at October 31,
2009:

| |                |             |             | Weighted Average
| | -------------- | ----------- | ----------- | ----------------
| |                | Number      | Number      | Remaining       
| | Exercise Price | Outstanding | Exercisable | Contractual Life
| |                |             |             | (years)         
| | 0.16           | 410,593     | 410,593     | 0.3             
| | 0.25           | 680,000     | 680,000     | 0.3             
| | 0.32           | 360,000     | 360,000     | 1.7             
| | 0.30           | 1,780,000   | 1,780,000   | 2.2             
| | 0.69           | 200,000     | 200,000     | 2.7             
| | 0.50           | 110,000     | 110,000     | 2.8             
| | 0.37           | 1,250,000   | 1,250,000   | 3.2             
| | 0.50           | 190,000     | 190,000     | 3.3             
| | 0.34           | 50,000      | 37,500      | 3.7             
| | 0.335          | 150,000     | 112,500     | 3.7             
| | 0.30           | 900,000     | 600,000     | 3.8             
| | 0.36           | 510,000     | 339,998     | 3.8             
| | 0.36           | 500,000     | 166,660     | 4.0             
| | 0.31           | 50,000      | 16,666      | 4.3             
| | 0.33           | 1,390,000   | 463,335     | 4.3             
| | 0.36           | 600,000     | 200,000     | 4.4             
| |                |             |             |                 
| |                | 9,130,593   | 6,917,252   |                 

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

| |                                                               | 2009   | 2008   | 2007  
| | ------------------------------------------------------------- | ------ | ------ | ------
| | Weighted average grant date fair value per
      share option | 0.25   | 0.33   | 0.33  
| | Expected dividend rate                                        | 0%     | 0%     | 0%    
| | Expected volatility                                           | 120%   | 123%   | 142%  
| | Risk-free interest rate                                       | 2.36%  | 3.32%  | 3.95% 
| | Expected life of options in years                             | 5 yrs. | 5 yrs. | 5 yrs.

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

- 82 -

---

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

|9. | SHARE CAPITAL (continued)
      Warrants                                                     
|-- | ---------------------------------------------------------------------------------------------
|   |                                                                                              
|   | The following table summarizes information on warrants
      outstanding at October 31, 2009:

| |                 |  | Number      |  |  |                   | 
| | --------------- |  | ----------- |  |  | ----------------- | 
| | Exercise Prices |  | Outstanding |  |  | Expiry Date       | 
| |                 |  |             |  |  |                   | 
| | $0.60           |  | 1,518,117   |  |  | December 7, 2009  | 
| | $0.50           |  | 2,000,000   |  |  | November 30, 2010 | 
| | $0.35           |  | 1,000,000   |  |  | March 6, 2010     | 
| | $0.40           |  | 1,017,500   |  |  | July 29, 2010     | 
| | $0.40           |  | 2,500,000   |  |  | August 19, 2010   | 
| | $0.45           |  | 1,093,767   |  |  | March 17, 2011    | 
| | $0.38           |  | 2,778,000   |  |  | October 15, 2011  | 
| |                 |  | 11,907,384  |  |  |                   | 

CONTRIBUTED SURPLUS

| |                                      |   | 2009      |   |   | 2008      |  
| | ------------------------------------ | - | --------- | - | - | --------- | -
| |                                      |   |           |   |   |           |  
| | Balance, beginning of year           | $ | 1,279,169 |   | $ | 544,682   |  
| | Stock based compensation             |   | 807,931   |   |   | 548,342   |  
| | Expired and forfeited
      warrants |   | 239,077   |   |   | 200,550   |  
| | Exercise of stock options            |   | (49,820   | ) |   | (14,405   | )
| | Balance, end of year                 | $ | 2,276,357 |   | $ | 1,279,169 |  

|10. | FUTURE INCOME TAXES                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                 
|    | Income tax expense differs from the amounts computed by
      applying the combined income tax rates of 29.08% (2008- 29.74%) to loss
      before income taxes. The differences are as
follows:

| |                                 |   | 2009       |   |   | 2008     |  
| | ------------------------------- | - | ---------- | - | - | -------- | -
| |                                 |   |            |   |   |          |  
| | Computed tax recovery           | $ | (1,026,160 | ) | $ | (914,798 | )
| | Deductible share issuance costs |   | (28,157    | ) |   | (25,083  | )
| | Foreign rate differential       |   | (20,106    | ) |   | (35,139  | )
| | Non-deductible expenses         |   | 61,260     |   |   | 206,294  |  
| | Unrecognized losses             |   | 1,013,163  |   |   | 768,726  |  
| |                                 | $ | ---        |   | $ | ---      |  

- 83 -

---

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

|10. | FUTURE INCOME TAXES (Continued)                                         
|--- | ------------------------------------------------------------------------
|    |                                                                         
|    | The tax effect of significant temporary differences is as
      follows:

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

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

The financial statements do not reflect
the potential tax reductions which may be available through the application of
losses of approximately $13,778,246 carried forward against future years'
earnings otherwise subject to income taxes.

The losses expire as follows:

| |       |  | Loss
      carry |  |  |            |  |  |            | 
| | ----- |  | ---------------- |  |  | ---------- |  |  | ---------- | 
| |       |  | forwards         |  |  | Loss carry |  |  |            | 
| |       |  | in the           |  |  | forwards   |  |  |            | 
| |       |  | United           |  |  | in Canada  |  |  | Total      | 
| |       |  | States           |  |  |            |  |  |            | 
| |       |  |                  |  |  |            |  |  |            | 
| | 2010  |  |                  |  |  | 185,347    |  |  | 185,347    | 
| | 2014  |  |                  |  |  | 458,893    |  |  | 458,893    | 
| | 2015  |  |                  |  |  | 1,362,971  |  |  | 1,362,971  | 
| | 2026  |  | 173,617          |  |  | 3,335,533  |  |  | 3,509,150  | 
| | 2027  |  | 318,554          |  |  | 2,028,924  |  |  | 2,347,478  | 
| | 2028  |  | 668,114          |  |  | 1,798,540  |  |  | 2,466,654  | 
| | 2029  |  | 335,681          |  |  | 3,112,072  |  |  | 3,447,753  | 
| |       |  |                  |  |  |            |  |  |            | 
| | Total |  | 1,495,966        |  |  | 12,282,280 |  |  | 13,778,246 | 

- 84 -

---

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

|11. | COMMITMENTS AND CONTINGENCY
  COMMITMENTS
|--- | -----------------------------------------

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

Year
    
    Total2010
    $
    78,7682011
    $
    78,7682012
    $
    78,768


| | b) | Effective May 1, 2006, the Company signed consulting
      agreements with two consultants. The consultants are to be paid $2,000 per
      month for their consulting services until termination of the agreement
      which is 21 days after notice of termination is provided by either party.
      Each consultant will also be issued 100,000 common shares which will be
      subject to a four-month hold period on issuance of the shares.                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | Effective June 1, 2006, the Company signed a consulting
      agreement with a consultant for development, sales and marketing of the
      software. The consultant is to be paid $2,000 per month for his consulting
      services until termination of the agreement which is 21 days after notice
      of termination is provided by either party. The consultant will also be
      issued 100,000 common shares which will be subject to a four-month hold
      period on issuance of the shares.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | d) | The Company has consulting agreements with two directors
      of the Company for $10,000 per month each to maintain, support and improve
      the software, as well as, to provide general software programming and
      consulting services. The agreement remains in effect until May 31,
      2010.                                                                                                                                                                                                

|    | CONTINGENCY                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                    
|    | Through the ordinary course of business, there is a claim
      pending against the Company. In the opinion of management, the resolution
      of the lawsuit would not have a material effect on the Company. The
      likelihood and amount of the claim cannot be determined at this
    time.
|    |                                                                                                                                                                                                                                                                                                    
|12. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                              

Financial risk management

The Companys activities are exposed to
a variety of financial risks: credit risk, foreign currency risk, interest rate
risk, financial market risk and liquidity risk. The Companys overall risk
management program focuses on the unpredictability of financial and economic
markets and seeks to minimize potential adverse effects on the Companys
financial performance. Risk management is carried out by financial management in
conjunction with overall corporate governance.

- 85 -

---

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

|12. | FINANCIAL INSTRUMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company's financial instruments consist of cash and
      cash equivalents, short-term investments, due from related party,
      restricted cash, accounts payable and accrued liabilities and loans and
      advances. The fair values of these financial instruments approximate their
      carrying value due to their short-term nature unless otherwise noted. The
      fair value of loans and advances cannot be reliably determined as there is
      no market for loans that are non-interest bearing and have no terms of
      repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company is exposed to credit risk in its cash and
      cash equivalents, short-term investments, due from related parties and
      restricted cash. The maximum exposure of the credit risk is the full
      carrying value of the financial instrument. The Company minimizes the
      credit risk of cash and cash equivalent, short-term investments and
      restricted cash by only dealing with credit worthy financial institutions.
      The credit risk associated with the amounts due from related parties is
      also mitigated as credit is only granted to directors and officers of the
      Company who historically settle the amounts in a timely manner.                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Foreign Currency Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company is exposed to currency risk as a result of
      its operations in the United States. A significant change in the currency
      exchange rate between the Canadian dollar relative to the US dollar could
      have a material effect on the Companys results of operations, financial
      position or cash flows. The Company does not use derivative financial
      instruments to reduce its exposure to fluctuations in foreign exchange
      rates. As at October 31, 2009 the Company is exposed to currency risk
      through its cash, short-term investments, restricted cash and loans and
      advances denominated in US dollars. As at October 31, 2009, US denominated
      cash, restricted cash and loans and advances amounted to US$43,190, $2,339
      and $270,000 respectively. Based on the balances at October 31, 2009, net
      loss will increase or decrease approximately $24,000 given a 10% increase
      or decrease respectively, in the foreign exchange rate.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Interest Rate Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Interest rate risk is the risk that future cash flows of
      a financial instrument will fluctuate due to changes in market interest
      rates. It is managements opinion the Company is not exposed to any
      interest rate risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Financial Market risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Companys exposure to financial market risk is
      limited since there are no significant financial instruments including
      hedges on currencies or commodities which will fluctuate as a result of
      changes in market prices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 86 -

---

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

|12. | FINANCIAL INSTRUMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Liquidity Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Liquidity risk is the risk that the Company will not be
      able to meet its financial obligations, including commitments, as they
      become due. In order to manage this risk, the Company forecasts its
      requirements to determine whether sufficient funds will be available. The
      Company expects to generate sufficient cash through the issuance of shares
      or related party loans. As at October 31, 2009, the Company was holding
      cash of $83,162, short-term investments of $90,000, and had a working
      capital deficiency of $241,862.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|13. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company did not generate any revenues in the current
      year. All of the Companys property and equipment is located in Canada and
      the United States.                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14. | LOSS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Loss per share is calculated using the weighted-average
      number of common shares outstanding during the period, which was
      51,951,767 (2008 - 44,032,360; 2007 - 35,838,813). The inclusion of the
      Companys stock options and share purchase warrants in the computation of
      diluted loss per common share would have an anti-dilutive effect and is
      therefore excluded from the computation. Consequently, diluted loss per
      common share is not disclosed.                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Companys objectives when managing its capital are to
      safeguard the Companys ability to pursue research and development of its
      software and meet its ongoing operating expenditures while at the same
      time providing adequate capital to fund the Companys growth, without
      unwarranted dilution of the current shareholders.                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company defines its capital as its loans and advances
      and the components of shareholders equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company sets the amount of capital in proportion to
      risk and manages the capital structure and makes adjustments to it for
      changes in economic conditions and the risk characteristics of its
      underlying assets since inception, the Company has financed its liquidity
      needs through private placements.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In order to maximize ongoing research and development of
      its software, the Company does not pay out dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company expects its current capital resources will be
      sufficient to carry out its research and development of the
    software.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company is not subject to any externally imposed
      capital requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

- 87 -

---

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

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company prepares its consolidated financial
      statements in accordance with Canadian generally accepted accounting
      principles. There are no material variations between the financial
      position of the Company and the results of operations and cash flows under
      Canadian generally accepted accounting principles and United States
      generally accepted accounting principles (U.S. GAAP), except as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Research and Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Under U.S. GAAP, all costs incurred to establish
      technological feasibility of software are expensed as incurred. Costs
      subsequent to establishing technological feasibility shall be capitalized
      until the software is available for release to general customers. Under
      Canadian GAAP, development costs that meet generally accepted criteria for
      deferral are capitalized and amortized. The Company has not met the
      criteria of establishing technological feasibility under both Canadian and
      U.S. GAAP and has not capitalized any development costs.                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Under U.S. GAAP, the measurement date for stock-based
      compensation to non-employees for goods or services rendered should be the
      earlier of the date on which the recipient completes performance or the
      date on which a performance commitment is reached. For measurement
      purposes Canadian GAAP specifies the two conditions under U.S. GAAP
      described above and also lists a third condition, namely, the date at
      which the equity instruments are granted if they are fully vested and
      non-forfeitable at that date. As a result, in fiscal 2007, there is a
      $54,000 difference in the stock- based compensation recorded for the
      300,000 common shares issued to consultants for their services rendered.
      In fiscal 2009, there is also a $19,000 difference in stock-based
      compensation recorded for the 200,000 common shares issued to consultants
      for their services. The impact of these differences is as
  follows:

| |                                                           |   | 2009       |   |   | 2008       |   |   | 2007        |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
| |                                                           |   |            |   |   |            |   |   | (Restated  |  
| |                                                           |   |            |   |   |            |   |   | see Note 2  | )
| |                                                           |   |            |   |   |            |   |   |             |  
| | Net loss and comprehensive loss under
      Canadian GAAP | $ | (3,528,749 | ) | $ | (3,075,985 | ) | $ | (2,579,638  | )
| |                                                           |   |            |   |   |            |   |   |             |  
| | Stock-based compensation                                  |   | 19,000     |   |   | ---        |   |   | 54,000      |  
| | Net loss and comprehensive loss under U.S. GAAP           | $ | (3,509,749 | ) | $ | (3,075,985 | ) |   | (2,525,638  | )
| |                                                           |   |            |   |   |            |   |   |             |  
| | Basic loss per
      share                                | $ | 0.07       |   | $ | 0.07       |   | $ | 0.07        |  
| | Diluted loss per share                                    | $ | 0.07       |   | $ | 0.07       |   | $ | 0.07        |  

- 88 -

---

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

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Impact of Recently Adopted Accounting
    Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In May 2008, the FASB issued guidance on The Hierarchy
      of Generally Accepted Accounting Principles. This guidance identifies the
      sources of accounting principles and the framework for selecting the
      principles to be used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles in the United States. The adoption of this
      statement did not have a material effect on the Companys consolidated
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In September 2006, the Financial Accounting Standard
      Board (FASB) issued an accounting pronouncement that defines fair value,
      establishes a framework for measuring fair value, and enhances disclosure
      about fair value measures required under other accounting pronouncements,
      but does not change existing guidance as to whether or not an instrument
      is carried at fair value. The adoption of this standard has not had a
      material effect on the Companys consolidated financial
  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In February 2007, the FASB issued an accounting
      pronouncement which permits entities to measure many financial assets and
      financial liabilities at fair value. Unrealized gains and losses for which
      fair value option has been elected will be reported in earnings. The
      Company did not elect to adopt the fair value option under this
      statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In May 2009, the FASB issued an accounting pronouncement
      establishing general standards of accounting for and disclosure of
      subsequent events, which are events occurring after the balance sheet date
      but before the date the financial statements are issued or available to be
      issued. In particular, the pronouncement requires entities to recognize in
      the financial statements the effect of all subsequent events that provide
      additional evidence of conditions that existed at the balance sheet date,
      including the estimates inherent in the financial preparation process.
      Entities may not recognize the impact of subsequent events that provide
      evidence about conditions that did not exist at the balance sheet date but
      arose after that date. This pronouncement also requires entities to
      disclose the date through which subsequent events have been evaluated. The
      pronouncement was effective for interim and annual reporting periods
      ending after June 15, 2009. The Company adopted the provisions of the
      pronouncements, as required, and adoptions did not have a material effect
      on the Companys consolidated financial statements taken as a
  whole.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Under Staff Accounting Bulletin 74, the Company is
      required to disclose certain information related to new US GAAP standards
      that have not yet been adopted due to delayed effective
  dates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In December 2007 the FASB issued an accounting
      pronouncement that clarifies that a non- controlling interest in a
      subsidiary is an ownership interest in the consolidated entity that should
      be reported as equity in the consolidated financial statements. It
      requires consolidated net income to be reported at amounts that include
      the amounts attributable to both the parent and the non-controlling
      interest. It also requires disclosure, on the face of the consolidated
      statements of income, of the amounts of consolidated net income
      attributable to the parent and to the non-controlling interest. This
      statement amends current US GAAP with regards to earnings per share; the
      calculation of the EPS amounts in consolidated statements will continue to
      be based on amounts attributable to the parent. This pronouncement is
      effective for fiscal years beginning after December 31, 2008. The Company
      is currently evaluating the impact of this pronouncement on its
      consolidated financial position and results of operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In December 2007 the FASB issued an accounting
      pronouncement to improve the relevance, representational faithfulness, and
      comparability of the information that a reporting entity provides in its
      financial reports about a business combination and its effects. This
      pronouncement establishes principles and requirements for the acquirer to
      1) recognize and measure in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any non-controlling
      interest; 2) recognize and measure the goodwill acquired in the business
      combination or a gain from a bargain purchase; 3) determine what
      information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of the business combination. The
      effective date of this pronouncement is for fiscal periods beginning on or
      after December 15, 2008. The Company is currently evaluating the impact of
      this pronouncement on its consolidated financial statements.                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In March 2008 the FASB issued an accounting pronouncement
      that changes the disclosure requirements for derivative instruments and
      hedging activities by requiring enhanced disclosures about how and why an
      entity uses derivative instruments, how derivative instruments and related
      hedged items affect an entitys operating results, financial position, and
      cash flows. This pronouncement is effective for fiscal years and interim
      periods beginning after November 15, 2008. Early adoption is permitted,
      and the Company is currently reviewing the provisions. However, as the
      provisions of this pronouncement are only related to disclosure of
      derivatives and hedging activities, the Company does not believe the
      adoption of this pronouncement will have a material impact on its
      operating results, financial position, or cash
flows.                                                                                                                                                                                                               

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|ITEM 18:    FINANCIAL
      STATEMENTS
|--------------------------------------
|                                      
|See Item 17  Financial Statements  
|                                      
|ITEM 19:    EXHIBITS                  

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

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

SIGNATURES

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

| | TITAN TRADING ANALYTICS INC.                                                           
| | ---------------------------------------------------------------------------------------
| | Dated: April 30, 2010                                                                  
| |                                                                                        
| |                                                                                        
| | By:                                                                                    
| | Dr. Kenneth W. Powell, Chief Executive
      Officer and Acting Chief Financial Officer

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EXHIBIT INDEX

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

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

- 92 -

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