UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






FORM
20-F






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




OR




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




For the
fiscal year ended: October
31, 2007




OR




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





OR





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






For the
transition period from _____________ to ______________






Commission
file number: 000-25289




Page
1


TITAN
TRADING ANALYTICS INC.


(Exact
name of Registrant as specified in its charter)





Alberta,
Canada


(Jurisdiction
of incorporation or organization)





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


(Address
of principal executive offices)





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





Title
      of each class
            Name
      of each exchange onwhich
      registeredN/A
            N/A





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





Common
Shares Without Par Value


(Title of
Class)





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





None


(Title of
Class)





The
number of common shares outstanding as of October 31, 2007:
37,813,699





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





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.  Yes  ̈ No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈





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


(Check
one):


Large
Accelerated Filer   ̈                                                                Accelerated
Filer   ̈                                                      Non-accelerated
filer  x





Indicate
by check mark which financial statement item the registrant has elected to
follow. Item 17 x Item
18   ̈





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈ No x





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





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


under a
plan confirmed by a court.  Yes  ̈ No  ̈




Page
2




TABLE OF CONTENTS




Titan
Trading Analytics Inc.


Form
20-F Annual Report






Table
of Contents




Section
            
            PagePART
      IITEM
      1:
            IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
            5ITEM
      2:
            OFFER
      STATISTICS AND EXPECTED TIMETABLE
            5ITEM
      3:
            KEY
      INFORMATION
            5A.
            Selected
      Financial Data
            5B.
            Capitalization
      and Indebtedness
            6C.
            Reasons
      for the Offer and Use of Proceeds
            6D.
            Risk
      Factors
            6ITEM
      4:
            INFORMATION
      ON THE COMPANY
            11A.
            History
      and Development of the Company
            11B.
            Business
      Overview
            12C.
            Organizational
      Structure
            21D.
            Property,
      Plants and Equipment
            22ITEM
      4A:
            UNRESOLVED
      STAFF COMMENTS
            22ITEM
      5:
            OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
            22A.
            Operating
      Results
            23B.
            Liquidity
      and Capital Resources
            24C.
            Research
      and Development, Patents and Licenses, etc
            25D.
            Trend
      Information
            25E.
            Off-balance
      Sheet Arrangements
            25F.
            Tabular
      Disclosure of Contractual Obligations
            25ITEM
      6:
            DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
            25A.
            Directors
      and Senior Management
            25B.
            Compensation
            26C.
            Board
      Practices
            28D.
            Employees
            32E.
            Share
      Ownership
            32ITEM
      7:
            MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
            34A.
            Major
      Shareholders
            34B.
            Related
      Party Transactions
            36C.
            Interests
      of Experts and Counsel
            38ITEM
      8:
            FINANCIAL
      INFORMATION
            38A.
            Consolidated
      Statements and Other Financial Information
            38B.
            Significant
      Changes
            38ITEM
      9:
            THE
      OFFER AND LISTING
            38A.
            Offer
      and Listing Details
            38B.
            Plan
      of Distribution
            40C.
            Markets
            40D.
            Selling
      Shareholders
            40E.
            Dilution
            40F.
            Expenses
      of the Issue
            40ITEM
      10:
            ADDITIONAL
      INFORMATION
            40A.
            Share
      Capital
            40B.
            Articles
      of Incorporation
            40C.
            Material
      Contracts
            41D.
            Exchange
      Controls
            42


Page
3




Section
            
            PageE.
            Taxation
            42F.
            Dividends
      and Paying Agents
            50G.
            Statement
      by Expert
            50H.
            Documents
      on Display
            50I.
            Subsidiary
      Information
            51ITEM
      11:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            51ITEM
      12:
            DESCRIPTIONS
      OF SECURITIES OTHER THAN EQUITY SECURITIES
            51PART
      IIITEM
      13:
            DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
            52ITEM
      14:
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
            52ITEM
      15:
            CONTROLS
      AND PROCEDURES
            52A.
            Disclosure
      Controls and Procedures
            52B.
            Management
      / Annual Report on Internal Controls over Financial
    Reporting
            52C.
            Attestation
      Report of the Registered Public Accounting Firm
            52D.
            Changes
      in Internal Control Over Financial Reporting
            52ITEM
      16A:
            AUDIT
      COMMITTEE FINANCIAL EXPERT
            52ITEM
      16B:
            CODE
      OF ETHICS
            52ITEM
      16C:
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            53ITEM
      16D:
            EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
            53ITEM
      16E:
            PURCHASE
      OF EQUITY SECURITIES BY AFFILIATED PURCHASES
            53PART
      IIIITEM
      17:
            FINANCIAL
      STATEMENTS
            55ITEM
      18:
            FINANCIAL
      STATEMENTS
            78ITEM
      19:
            EXHIBITS
            78







NOTE REGARDING FORWARD–LOOKING STATEMENTS




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




Page
4




CURRENCY
AND EXCHANGE RATES




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





Year
      Ended October 31,2007
            2006
            2005
            2004
            2003
            2002
            2001
            2000Average
      for Period
            0.9811
            0.8831
            0.8213
            0.7634
            0.6880
            0.6354
            0.6513
            0.6792




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
            
            March2007
            
            2007
            
            2007
            
            2008
            
            2008
            
            2008High
      for the Month
            
            1.0531
            
            1.0901
            
            1.0220
            
            1.0096
            
            1.0291
            
            1.0162Low
      for the Month
            
            0.9998
            
            0.9993
            
            0.9789
            
            0.9714
            
            0.9815
            
            0.9732




As of
April 25, 2008, the noon rate of exchange, as reported by the Federal Reserve
Bank of New York for the conversion of United States dollars into Canadian
dollars was US$0.9840 (US$1.00 = CDN$1.0163).




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




References
to “Titan”, the “Company”, “we” and “us” are references to Titan Trading
Analytics Inc.




PART
I




ITEM
1:    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS




Not
applicable.




ITEM
2:    OFFER STATISTICS AND EXPECTED TIMETABLE




Not
applicable.




ITEM
3:    KEY INFORMATION




A.
           Selected
Financial Data




The
following tables set forth our financial data for our fiscal years ended October
31, 2007, 2006, 2005, 2004 and 2003. We derived all figures from our financial
statements, which were audited by our independent auditors. This information
should be read in conjunction with our financial statements included in this
annual report.




Page
5




Our
financial statements included in this annual report and in the table set forth
below have been prepared in accordance with generally accepted accounting
principles in Canada, which may differ from United States generally accepted
accounting principles. A reconciliation to United States generally accepted
accounting principles is included in Note 15 to our audited financial
statements.




FISCAL
      YEAR ENDED:OCT
      31, 2007
            OCT
      31, 2006
            OCT
      31, 2005
            OCT
      31, 2004
            OCT
      31, 2003REVENUE
            -
            -
            -
            -
            -EXPENSES
            $2,529,162
            $3,607,979
            $1,343,289
            $457,589
            $162,137INTEREST/OTHER
      INCOME
            $7,975
            -
            -
            -
            -NET
      LOSS FOR YEAR
              CDN
      GAAP
            $2,521,187
            $3,607,979
            $1,343,289
            $457,589
            $162,137NET
      LOSS FOR YEAR
              US
      GAAP
            $2,521,187
            $3,607,979
            $1,343,289
            $457,589
            $162,137NET
      LOSS PER SHARE
              CDN
      GAAP
            ($0.07)
            ($0.13)
            ($0.07)
            ($0.04)
            ($0.02)NET
      LOSS PER SHARE, BASIC AND DILUTED,
              US
      GAAP
            ($0.07)
            ($0.13)
            ($0.07)
            ($0.04)
            ($0.02)NET
      WORKING CAPITAL
            ($376,372)
            ($104,593)
            ($76,993)
            ($324,246)
            ($213,012)TOTAL
      ASSETS
              CDN
      GAAP
            $431,402
            $455,704
            $213,066
            $93,453
            $16,328TOTAL
      ASSETS
              US
      GAAP
            $431,402
            $455,704
            $213,066
            $93,453
            $16,328NET
      ASSETS
            ($193,602)
            ($42,158)
            ($45,994)
            ($305,191)
            ($208,002)CAPITAL
      STOCK
            $8,795,045
            $6,717,678
            $5,293,505
            $3,948,594
            $3,715,938SHARES
      OUTSTANDING
            37,813,699
            30,814,497
            22,646,399
            13,024,965
            9,812,966LONG-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.




Page
6




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, 2007 is $11,920,584. 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, 2007, we had $18,664 cash and receivables totaling
$404.




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 25,
2008. 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.




Page
7




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
depend on key personnel.




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




We
do not have experienced sales staff or marketing personnel.




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




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




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




Our
wholly owned subsidiary may not be able to raise sufficient funds.




On
January 19, 2005, we established our wholly owned subsidiary, Titan Trading GP
Inc. under the laws of the province of Alberta (“Titan GP”). Titan GP is the
general partner for Titan Trading Limited Partnership 1 (“TTLP1”), a limited
partnership formed on February 14, 2005 under the laws of the province of
Alberta. It is Titan GP’s responsibility, as the general partner of TTLP1, to
manage its operations which will consist of raising financing by admitting
limited partners to TTLP1 and using such financing to make trades employing our
Titan Order Processing Software (“TOPS”) and the N1 Expert System. The profits
from this proposed trading activity will be distributed among Titan GP and the
limited partners of TTLP1 based on terms and conditions which are common for
equity funds. We cannot assure you that Titan GP will be able to manage
successful fund raising for TTPL1 and the failure to raise sufficient funding on
a timely basis could cause TTLP1 to reduce or terminate its proposed plan of
business. Even if sufficient funds are raised, there are no assurances that
Titan GP will be able to manage TTLP1 to make a return for its limited
partners.




Page
8




On
January 18, 2006, we formed Titan Trading Limited Partnership 2 (“TTLP2”), under
the laws of the province of Alberta.  Titan GP is the general partner
for TTLP2.  It is Titan GP’s responsibility, as the general partner
for TTLP2 to manage its operations which will consist of raising financing by
admitting limited partners to TTLP2 and using such financing to make trades
employing our TOPS software and the NI Expert System.  The profits, if
any, from this proposed trading activity will be distributed among Titan GP and
the limited partners of TTLP2 based on terms and conditions which are common for
equity funds. We cannot assure you that Titan GP will be able to manage
successful fund raising for TTPL2 and the failure to raise sufficient funding on
a timely basis could cause TTLP2 to reduce or terminate its proposed plan of
business. Even if sufficient funds are raised, there are no assurances that
Titan GP will be able to manage TTLP2 to make a return for its limited
partners.




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




With the
exception of Mr. Carrozza and Mr. Gossland, we have not entered into agreements
with any employees or consultants where such individuals have agreed to assign
to us their proprietary rights to inventions or improvements to our products
while employed by us, and no employee has entered into any form of
non-competition agreement with us. If certain of our employees were to terminate
their employment with us and compete directly against us, our business, results
of operations and prospects would be significantly adversely
affected.




Competitors
may be able to copy our software technology. We have not filed for patent or
copyright protection of our products nor has such protection been sought for our
proprietary software.




We depend
on our ability to protect the core proprietary software technologies we have
developed. In this regard, we rely on a combination of trade secrets, technical
complexity, common law copyright and trademark protection, licensing agreements,
password protection and software encryption schemes, as well as on the physical
security of our source code. Despite these measures and precautions, it may be
possible for an unauthorized third-party to copy our core technologies and offer
them to the marketplace as its own, or to use a core technology and not pay for
it. To date, we have not sought to obtain copyright registration or patent
protection for any of our software products, though we may do so in the future.
There can be no assurance, however, that such registration will be granted if
applied for. Also, certain aspects of our software products are not subject to
intellectual property protection in law, and to the extent such protection might
be available, practical and legal distinctions may apply in different
jurisdictions. In addition, there can be no assurance that competitors will not
develop similar technology, products and services, and if they do, this could
reduce the value of our proprietary technology and our ability to effectively
compete.




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




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.




Page
9




During
the 2007 fiscal year, the closing price of our common shares as traded on the
TSX Venture Exchange ranged from $0.255 to $1.07.




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.




If 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.




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.




Page
10




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, 2007, and may qualify as a PFIC in the future with
respect to our U.S. shareholders because our only source of income is interest,
a passive source of income under the PFIC rules.




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




ITEM 4:    INFORMATION
ON THE COMPANY




A.
           History and
Development of the Company




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




On
November 23, 1994, we incorporated Titan Trading Corp., our 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 also
have a 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 1 (“TTLP1”), a limited partnership formed
on February 14, 2005 and Titan Trading Limited Partnership 2 (“TTLP2”) a limited
partnership formed on January 18, 2006.  Both limited partnerships
were formed under the under the laws of Alberta. TTLP1 and TTLP2 are funds which
are currently raising 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 TTLP1 and TTLP2 is to
raise financing and then trade the funds using our Titan Order Processing
Software (“TOPS”) and the N1 Expert System software.





Further,
we have two other wholly owned subsidiaries, Titan Trading USA, LLC (“Titan
USA”), which is a Delaware limited liability company qualified to do business in
New York and Florida and Titan Holdings USA, LLC (“Titan Holdings”), which is a
Florida limited liability company.  Thepurpose of Titan USA is
raise financing from US subscribers and then trade the funds using our Titan
Order Processing Software (“TOPS”) and the N1 Expert System
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:




2007
            2006
            2005Purchase
      (sale) of
              property
      and equipment
            $132,787
            $43,276
            $20,666




Page
11




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




The
Company has moved to a new home office in Edmonton, Alberta, purchased for
approximately $500,000. The 4,500 square foot state of the art new data center
will be critical to the Company’s market roll-out and redundancy operations, and
will house our server room in a secured 300 foot former bank vault. The server
room itself is equipped with rack-mounted multi-core Dell PowerEdge servers, a
Diebold air-conditioning system, an inert-gas fire suppression system, and a
100kw diesel-powered electrical backup system.




There are
no divestitures currently in progress.




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




B.
           Business
Overview




The
Company is a financial software developer that has developed market timing,
trading analytics and automated trading execution software. The Company has yet
to establish profitable business operations and has remained in research and
development mode since its incorporation on November 30, 1993. Beginning in 1994
and continuing through 1995, Titan was generally focused on the development of
initial software products and therefore conducted few trading or trade-testing
activities. From 1996 through to 2002, Titan developed several software trading
products including:  (a) currency trading signals via fax, (b)
VirtualTrader, a discretionary training and testing software, (c) the “Big
Board” trading model, a proprietary setup of indicators and trading screens for
discretionary trading, (d) Titan Market Commentary, a web-based stock commentary
subscription service, and (e) Titan Market Watch, a web-based stock trading
presentation package. In June 2003, Titan acquired rights to certain automated
trading and analytic software (the “TOPS Technology”) from Cignal Technologies,
LLC (“Cignal”) and has developed an automated trading platform using and further
developing the TOPS Technology. Cignal is owned by Mr. Philip Carrozza, Titan’s
US Director of Trading Operations. The Company did not have any revenues in
2006, 2005and
2004.





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





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





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





Page
12




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





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





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





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





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





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





The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.  Upon receipt of
the aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.





Page
13




In
connection with the Software Transfer Agreements, we entered into consulting
agreements with each of Cignal and Mr. Gossland, whereby they will provide
consulting services to us until October 31, 2008.





Also in
February 2006, the Company announced it had completed the initial phase of
development of its own proprietary market data analysis platform,
TickAnalyst.  TickAnalyst includes a real-time tick-based database, as
well as QuickTick Charting, and other components.  TickAnalyst will be
tested in-house by Titan USA, using both blackbox (fully automated) and grey box
(partially automated) trading of stocks and world currencies.





The new
TickAnalyst software will provide significant improvements to TOPS, which is
currently based on a third-party trading platform. The third-party platform will
be replaced by Titan’s TickAnalyst.





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





TOPS, may
conceptually be divided into two parts:





§
            Trading
      system software; and


§
            Automatic
      order execution software





These
parts, when assembled with other components form a complete automated trading
system, are 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 looking for the pre-defined patterns of
movement in price, volume, and time. When a particular pattern is found, a
trading signal is generated.




The
automatic order execution software is responsible for processing the trading
signals and turning them into online trading orders. The orders are sent over
the Internet to trade execution engines, currently RediPlus and RealTick. The
software can operate in simulation mode, where no orders are actually placed, in
semi-automatic mode, where orders require a manual confirmation step, or in
fully automatic mode, where orders are executed without any operator
intervention.





Titan
plans to exploit TOPS and the NI Expert Trading System in two ways:




1.
            by
      establishing a profitable trading operation;
and




2.
            by
      marketing and licensing software to third
  parties.





The
Company’s wholly owned market timing software, N1Expert, relies upon the
application of artificial intelligence (“AI”) to stock index trading, using
neural networks and expert systems. Neural networks constitute an AI-based
mathematical pattern recognition technique that allows software to mimic the
information processing functions of humans. The software is “taught” to
recognize complex patterns through trial and error, without being programmed
with specific preconceived rules. This pattern recognition ability allows the
software to generate buy and sell signals on the S&P 500 futures contracts
to trade large swings on the S&P 500 stock index.





The
Company has yet to establish a profitable trading or licensing support business
and focused its attention on development of such a system during 2005 and 2006.
The target market for the business is institutional, high net worth individual
investors and trading firms seeking a better than average return on investment
and trading returns in their portfolios. The immediate market is primarily in
Canada and the United States.  Once Titan is generating revenue in
these areas we intend to expand the business to Europe and the Far East.
Competitors include many other firms that offer trading systems. Titan believes
that few of these competitors incorporate a multi-timeframe analysis the way
Titan does and none would deliver signals generated by the same
algorithm.





Page
14




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”.





We
presently have $421,964 cash on hand. We need to raise additional financing by
way of private placements in order to continue to develop and exploit our
technology as planned.




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





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





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





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





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





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




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




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





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





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





Page
15




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





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





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





Also in
February, 2008, the Company announced that our currency trading arm received a
six-figure capital investment from an accredited third-party investor. The
investment marks the beginning of phase two of our currency alternative
investment product managed by David Terk of Titan Trading U.S.A.




Marketing
and Sales Strategy




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





The main
focus for 2006 was to complete the proprietary platform, “TickAnalyst” and its
suite of products.  The Company plans to promote, distribute, and sell
these products to dealers, financial institutions and high net worth
individuals.  The Company also plans on licensing the fully automated
TOPS system to institutions subsequent to the completion of our beta
testing.  We are actively soliciting sophisticated Canadian investors
to invest in TTLP2 and American investors to invest in Titan Holdings USA LLC
for our currency team to trade.





Page
16




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





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





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





·
            present
      the trader with more technical based trading
  opportunities,


·
            automate
      the order entry and exit process,
and


·
            manage
      risk on dozens of open positions with
  automation.





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





In June
2006, we announced the appointment of Mr. Andrew Kezeli to head Sales and
Marketing and to lead our Retail Products Division under the USA Trading
Operations.





In July
2006, we announced the appointment of Mr. Michael J. Di Gioia to the Sales and
Marketing Team working on the Signal Generation Project.





Mr.
Kezeli’s and Mr. Di Gioia’s appointments to the sales and marketing team are in
preparation for the launch of TickAnalyst.  Together, they will be
instrumental in the development, testing, implementation and marketing of
trading signal generation products and services for multiple asset classes and
markets as an extension of TickAnalyst’s suite of programs.





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





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





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





Also in
February, 2007, the Company hired an expert to write a series of training and
educational courses on our product and service offerings geared towards the
institutional end-user in preparation for future product and service
offerings.  Michael J. Di Gioia, a Co-founder of the Results Driven
Financial Network (RDFN) and Former Director of Education of Pristine.com is in
charge of this project.  These training courses will serve two
distinct purposes: first to inform and promote our future products to an
institutional client base, and secondly to educate and train potential clients
on the benefits and various uses of our Proprietary Models and Advanced
Analytics.





Page
17




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





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





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





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





Also in
August, 2007, the Company announced the completion of a series of Training and
Educational Courses on our products and service offerings geared toward the
institutional end-user in preparation for future products and service
offerings.




Principal
Products and Services




The main
focus of our present business plan is to market and license, or utilize for our
own trading operations, stock market timing software and the TOPS Technology. In
order to effectively execute on our business plan, we have acquired the TOPS
Technology.




Our
N1Expert stock market timing software relies upon the application of artificial
intelligence (“AI”) to stock index trading, using a neural network and an expert
system. The N1Expert has been used to trade a third party account since April 8,
2003 and has generated a profit of approximately US $130,000 on an initial
capital requirement of approximately US $60,000. The NIExpert software is
currently on hold until further financing can be obtained to advance the
project.




The
automated trading platform, may be conceptually divided into two
parts:




·
            trading
      system software; and




·
            automatic
      order execution software.





These
parts when assembled with other components form a complete automated trading
system capable of transforming real-time market data into executed trading
orders.  The additional components are the third party applications of
TradeStation and either RediPlus or RealTick. TradeStation is a third party
analytical framework, much like Excel is a third party analytical framework, but
TradeStation is designed for real-time traders. RediPlus and RealTick are
trading programs that expose Active X Automation to programs such as TOPS to
permit automated trade execution.




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




TOPS is
responsible for processing the trading signals and turning them into online
trading orders. The orders are sent over the Internet to trade execution
engines.  Currently the execution engines we use are RediPlus and
RealTick. The software can operate in simulation mode, where no orders are
actually placed, in semi-automatic mode, where orders require a manual
confirmation step, or in fully automatic mode, where orders are executed without
any operator intervention.




Page
18




Version 1
of our automatic order execution software is now completed and is undergoing
adjustments to its operating configuration.




Intellectual
Property Rights




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




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




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




Trading
and Testing Activities




Beginning
in 1994 and continuing through 1995, we were generally focused on the initial
development of our software products and, therefore, did few trading or trade
testing activities. From 1996 through 2002, we developed several products: (1)
the VirtualTrader software – discretionary training and testing software; (2)
the “Big-Board” trading method – a setup of indicators and trading screens for
discretionary trading; (3) Titan Market Commentary – a web-based stock
commentary subscription service; and (4) Titan Market Watch – a web-based stock
charting presentation package. However, none of these products are currently
offered for sale or license. Commencing in 2003, we began testing TOPS. N1
Expert, which was originally developed in 1995, was revived and improved upon
for use in our overall trading activities.




The
N1Expert was traded from April 2003 to November 2005.  TOPS has been
developed and traded in  a test account originally funded by a
shareholder of the Company.




The
Company expended all of its efforts in 2004 towards developing the trading
software to be ready for full use.  On February 22, 2005, Titan
announced the release of the first version of TOPS which will greatly assist
traders with trading activities. This TOPS trading platform has been used by Mr.
Carrozza at the Company’s US trading office. On December 15, 2004, the Company
began trading in its own account and over a sixty day period had an annualized
return of 116%. These results were obtained in the TOPS account. These results
refer specifically to a test period of 60 days starting December 15,
2004.





The new
TickAnalyst software will provide significant improvements to TOPS, which is
currently based on a third-party trading platform. The third-party platform will
be replaced by TickAnalyst.





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




Page
19




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




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





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





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 $475,000
over the next year on our development efforts. No new products, however, other
than those described in this annual report, have been announced to the
public.




Competition




The
financial services market is intensely competitive and characterized by the
frequent entry of new competitors and introductions of new software programs,
features and technical innovations. Numerous competitors are already established
in this marketplace. 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.




Our
principal competitive advantage lies in the unique multi-timeframe system logic
comprising the core of the TOPS 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.




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




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




Management
and Employees




In
addition to our directors, officers and consultants, we have 3 full-time
employees.




Page
20




Our
President and Chief Executive Officer, Dr. Kenneth W. Powell, devotes
approximately 30% of his business time to our affairs. We also retain Mr.
Michael Gossland, our Secretary and Chief Technology Officer, to provide
software development services on a full-time month-to-month basis. Titan has not
entered into any consulting or management agreements with Dr.
Powell.  Titan has entered into consulting agreements with each of
Cignal and Mr. Gossland.  Mr. David Terk was appointed the Chief
Financial Officer of Titan USA on January 6, 2006.  Titan USA has
entered into a consulting agreement with Mr. Tony Robinson to assist Titan USA
with foreign exchange trading and risk management.




Government
Regulation




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




·
            Sales
      and other taxes;




·
            User
      privacy;




·
            Pricing
      controls;




·
            Characteristics
      and quality of products and
services;




·
            Consumer
      protection;




·
            Cross-border
      commerce;




·
            Libel
      and defamation;




·
            Copyright,
      trademark and patent infringement;
and




·
            Other
      claims based on the nature and content of Internet
    materials.




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




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




If we are
successful raising funds and begin trading operations with these funds, we may
fall under the provisions of the Investment Company Act of 1940 and other United
States and Canadian rules and regulations governing investment companies,
investment advisors and broker-dealers. In such case, we may incur significantly
higher reporting and regulatory compliance costs. We did not generate revenues
in the fiscal years ended October 31, 2007, October 31, 2006 and October 31,
2005.  Our records do not permit us to include a breakdown of total
revenues by category of activity and geographic market for any of the fiscal
years ended October 31, 2007, October 31, 2006 and October 31, 2005. Based upon
the information available to us, we believe that most of our customers were
located in the United States during the fiscal years ended October 31, 2007,
October 31, 2006 and October 31, 2005.






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 TTLP1 and TTLP2, limited
partnerships recently formed under the laws of Alberta; (3) Titan Trading USA,
LLC, a Delaware limited liability company qualified to do business in New York
and Florida; and (4) Titan Holdings USA, LLC, a Florida limited liability
company.




Page
21




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
$16,300.00 per month. Our office expenses total approximately $8,795.00 per
month. With the exception of computer equipment located in Edmonton, Alberta,
Nanaimo, British Columbia, Great Neck, New York, West Palm Beach, Florida 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 15 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.




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








Page
22




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.  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.




A.           Operating
Results




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




We
incurred a net loss of $2,521,187 for the twelve-month period ended October 31,
2007, as compared to a net loss of $3,607,979 for the comparative period of
2006. The overall decrease in net loss in the 2007 fiscal year is due to the
significant software development cost of $1,891,479 incurred in 2006 (2007 –
Nil) which was offset by an increase in research and development costs relating
to further development of the software trading programs and increased management
and professional fees relating to financial reporting requirements for
multi-jurisdiction filings and accounting fees.




During
the fiscal year 2007, the Company focused on the development of software trading
programs.  Research and development expense increased by $470,913 over
the prior year to $1,331,369, 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, the Company did not experience any large fluctuations
from quarter to quarter during 2007.  The net loss for the fourth
quarter of fiscal year 2006 was $2,617,150, in comparison to $600,202 for the
same period in fiscal 2007.  The large difference is a result of
research and development expenses that were incurred during the period,
specifically $1,891,479 of software development expense.




Fiscal
Year Ended October 31, 2006 Compared to Fiscal Year Ended October 31,
2005




We
incurred a net loss of $3,607,979 for the twelve-month period ended October 31,
2006, as compared to a net loss of $1,343,289 for the comparative period of
2005. The increase in net loss in the 2006 fiscal year reflected a significant
software development cost of $1,891,479 and an increase in research and
development costs relating to further development of the software trading
programs and increased management and professional fees relating to financial
reporting requirements for multi-jurisdiction filings and accounting
fees.




During
the fiscal year 2006, the Company focused on the development of software trading
programs.  Research and development expense increased by $221,190 over
the prior year to $830,320, compared to $609,130 for the year ended October 31,
2005.





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, 2006
were $153,098, in comparison to $139,207 for the same period ending October 31,
2005.





Amortization
expense for the year ended October 31, 2006 was $11,840, in comparison to $8,722
for the fiscal year 2005.





Page
23




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





Other
than as described herein, the Company did not experience any large fluctuations
from quarter to quarter during 2006.  The net loss for the fourth
quarter of fiscal year 2006 was $2,617,150, in comparison to $592,921 for the
same period in fiscal 2005.  The increase is a result of research and
development expenses that were incurred during the period, specifically
$1,891,479 of software development expense.





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, 2007, we had $18,664 cash and receivables of $404 as compared to
$314,450 cash and receivables of $4,954 at our prior fiscal year
end.





During
2007, the Company completed one private placement of common shares, as described
below:





Equity
Placements for the Fiscal Year Ended October 31, 2007





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





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





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





The issue
costs relating to the 2007 share placements totaled $109,621.





Equity
Placements Fiscal Year Ended October 31, 2006





In
February 2006, the Company issued 3,535,897 units at $0.18 per unit, for
aggregate proceeds of $636,461. Each unit consisted of one common share and
one-half of a common share purchase warrant. Of the net proceeds, $464,515 and
$138,751 have been allocated to the common shares and warrants, respectively.
Each of the 1,767,954 warrants entitled the holder to purchase one common share
at $0.30 per share for the first 12 months from the date of issuance and at
$0.40 for the next 12 months, until expiry on February 1, 2008. The additional
five warrants issued is a rounding factor attributed to shareholders proceeds
being in excess of the actual value of shares purchased.  Insiders
participated in the private placement for total gross proceeds of
$72,000.





In July
2006, the Company issued 2,476,868 units at $0.35 per unit, for aggregate
proceeds of $866,904. Each unit consisted of one common share and one-half of a
common share purchase warrant. Of the net proceeds, $622,540 and $185,955 have
been allocated to the common shares and warrants, respectively. Each of the
1,238,434 warrants entitled the holder to purchase one common share at $0.50 per
share, until expiry on July 31, 2008. Insiders participated in the private
placement for total gross proceeds of $70,000.





The issue
costs relating to the 2006 share placements totaled $118,407.





Page
24


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
ever we will earn operating income. As a result, there can be no assurance that
we will be successful in raising additional funds or that additional financing,
if any, can be obtained on terms acceptable to us. Such financing, to the extent
that it is available may result in substantial dilution to our shareholders. To
the extent such financing is not available, we may not be able to, or may be delayed in, continuing to commercialize our software products and
services, and we may have to curtail our operations. In the event that future
financings are not available at terms acceptable to us, the Company believes it
has sufficient funds to continue for the next twelve months with a significant
reduction in operations.





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





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





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, 2007, our directors were as follows:




Name of
      Director
            AgeDr.
      Kenneth Powell
            63Michael
      Gossland
            53Philip
      S. Carrozza
            46Robert
      Roddick
            63Dr.
      Harold Elke
            53




As of
October 31, 2007, our executive officers were as follows:




Executive
      Officers
            Age
            OfficeDr.
      Kenneth W. Powell
            63
            President,
      Chief Executive Officer and Acting Chief Financial
  OfficerMichael
      Gossland
            53
            Secretary
      and Chief Technology OfficerDavid
      Terk
            35
            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:




Page
25




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




Michael Gossland, M.Sc.,
P.Eng., is our Chief Technology Officer, Secretary and a director. Mr. Gossland
has held such positions since 1994. In 1976, he was awarded the Harrington Prize
for academic excellence in physics, and he received his Master of Science degree
from the University of Saskatchewan in 1978. In 1989, he obtained his
designation as a Professional Engineer - Electrical Branch (Association of
Professional Engineers of Ontario). From 1986 to 1991, Mr. Gossland was Software
Project Manager for Sciex, a division of MDS Health Group Inc. of Toronto,
Ontario. In 2004, he joined APEG of BC and transferred his Professional
Engineering License from Ontario to British Columbia.




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




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




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




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




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




B.
           Compensation




We are
required, under applicable securities legislation in Canada, to disclose to our
shareholders details of compensation paid to individual(s) who were acting as,
or were acting in a capacity similar to, a chief executive officer or chief
financial officer and the three most highly compensated executive officers whose
total salary and bonus exceeded $150,000 per annum (the “Named Executive
Officers”). The following fairly reflects the annual compensation for services
in all capacities to the Company and its subsidiaries in respect of the
Company’s Named Executive Officer in our fiscal year ended October 31,
2007.




·
            Dr.
      Kenneth Powell – President, Chief Executive Officer and Acting Chief
      Financial Officer  –
$84,500




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, 2007.




Page
26




In the
most recently completed financial year, the Company paid no cash compensation
(including salaries, director’s fees, commissions, bonuses paid for services
rendered, bonuses paid for services rendered in a previous year and any
compensation other than bonuses earned by the directors for services rendered)
to the directors for services rendered in their capacity as directors other than
reimbursement of reasonable expenses.





Consulting
Fees





During
the fiscal year ended October 31, 2007, 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 – $142,958




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




·
            Mr.
      Philip Carrozza – 500,000 options




·
            Dr.
      Kenneth Powell – 400,000 options




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




·
            Mr.
      Robert Roddick – 50,000 options




·
            Mr.
      Michael Gossland – 10,000 options




·
            Ms.
      Margo Kaufmann – 15,000 options (1)




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




·
            Mr.
      Michael Gossland – 120,000 options




·
            Mr.
      Phillip Carrozza – 120,000 options




·
            Dr.
      Kenneth Powell – 120,000 options




·
            Ms.
      Margo Kaufmann – 185,000 options (1)




·
            Mr.
      Robert Roddick – 25,000 options




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




·
            Mr.
      Richard Sharples – 50,000 options (2)




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




Page
27




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




·
            Mr.
      Michael Gossland – 100,000 options




·
            Mr.
      Phillip Carrozza – 100,000 options




·
            Dr.
      Kenneth Powell – 100,000 options




·
            Mr.
      Robert Roddick – 50,000 options




·
            Dr.
      Harold Elke – 50,000 options




·
            Mr.
      David Terk – 75,000 options




(1)
            Options
      granted to Ms. Margo Kaufmann expired on March 16,
  2006


(2)
            On
      December 28, 2006 Mr. Richard Sharples exercised 37,500 of his options and
      on January 18, 2007 the remaining 12,500 options
  expired.






C.
           Board
Practices




Dr.
Powell, Mr. Gossland, Mr. Carrozza Mr. Roddick and Dr. Elke have acted as our
directors since December 23, 2002, September 15, 1995, June 6, 2003 November 29,
2004 and October 24, 2006, respectively.  All such individuals were
re-elected as directors at our annual general meeting of
shareholders held on September 14, 2007.




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.




Audit
Committee




As of
April 25, 2008, our Audit Committee was comprised of Mr. Gossland, Mr. Roddick
and Dr. Elke. Mr. Roddick was appointed a Director and member of the Audit
Committee on November 29, 2004. Dr. Elke was appointed a Director and member of
the Audit Committee on October 24, 2006.  Mr. Roddick and Dr. Elke are
independent members of the audit committee, and all members are financially
literate.




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




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





I.
            Mandate





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





Page
28




·
            Serve
      as an independent and objective party to monitor the Company’s financial
      reporting and internal control system and review the Company’s financial
      statements.





·
            Review
      and appraise the performance of the Company’s external
      auditors.





·
            Provide
      an open avenue of communication among the Company’s auditors, financial
      and senior management and the Titan
Directors.





II.
            Composition





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





At least
one member of the Committee shall have accounting or related financial
management expertise.  It is the goal of the Company that all members
of the Committee are financially literate.  All members of the
Committee that are not financially literate will work towards becoming
financially literate to obtain a working familiarity with basic finance and
accounting practices.  For the purposes of the Company’s Charter, the
definition of “financially literate” is the ability to read and understand a set
of financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of
the issues that can presumably be expected to be raised by the Company’s
financial statements.





The
members of the Committee shall be elected by the Titan 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 Titan
Directors, the Chief Financial Officer or such other officer acting in the
capacity and the external auditor.





IV.
            Responsibilities
      and Duties





To
fulfill its responsibilities and duties, the Committee shall:





Documents/Reports
Review





1.
            Review
      and update the Charter annually.





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





External
Auditors





3.
            Require
      the external auditors to report directly to the
  Committee.





Page
29




4.
            Review
      annually the performance of the external auditors who shall be ultimately
      accountable to the Titan Directors and the Committee as representatives of
      the shareholders of the Company.





5.
            Obtain
      annually, a formal written statement of external auditors setting forth
      all relationships between the external auditors and the Company and
      confirming their independence from the
Company.





6.
            Review
      and discuss with the external auditors any disclosed relationships or
      services that may impact the objectivity and independence of the external
      auditors.





7.
            Take,
      or recommend that the Titan Directors take, appropriate action to oversee
      the independence of the external
auditors.





8.
            Recommend
      to the Titan Directors the selection and, where applicable, the
      replacement of the external auditors nominated annually for shareholder
      approval and the compensation of the external
  auditors.





9.
            Review
      with management and the external auditors the terms of the external
      auditors’ engagement letter.





10.
            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.





11.
            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.





12.
            Review
      with management and the external auditors the audit plan for the year-end
      financial statements and intended template for such
      statements.





13.
            Review
      and pre-approve all audit and audit-related services and the fees and
      other compensation related thereto, and any non-audit services, provided
      by the Company’s external auditors.  The pre-approval
      requirement is waived with respect to the provision of non-audit services
      if:





(i)
            the
      aggregate amount of all such non-audit services provided to the Company
      constitutes not more than five percent of the total amount of revenues
      paid by the Company to its external auditors during the fiscal year in
      which the non-audit services are
provided;





(ii)
            such
      services were not recognized by the Company at the time of the engagement
      to be non-audit services; and





(iii)
            such
      services are promptly brought to the attention of the Committee by the
      Company and approved prior to the completion of the audit by the Committee
      or by one or more members of the Committee who are members of Titan
      Directors to whom authority to grant such approvals has been delegated by
      the Committee.





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





Page
30




Financial
Reporting Processes





14.
            In
      consultation with the external auditors, review with management the
      integrity of the Company's financial reporting process, both internal and
      external.





15.
            Consider
      the external auditors’ judgments about the quality and appropriateness of
      the Company’s accounting principles as applied in its financial
      reporting.





16.
            Consider
      and approve, if appropriate, changes to the Company’s auditing and
      accounting principles and practices as suggested by the external auditors
      and management.





17.
            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.





18.
            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.





19.
            Review
      any significant disagreement among management and the external auditors
      regarding financial reporting.





20.
            Review
      with the external auditors and management the extent to which changes and
      improvements in financial or accounting practices have been
      implemented.





21.
            Review
      certification process.





22.
            Establish
      procedures for:





(i)
            the
      receipt, retention and treatment of complaints received by the Company
      regarding accounting, internal accounting controls, or auditing matters;
      and





(ii)
            the
      confidential, anonymous submission by employees of the Company of concerns
      regarding questionable accounting or auditing
  matters.





Other





23.
            Review
      any related-party transactions.





V.
            Authority





The
Committee may:





(a)
            engage
      independent outside counsel and other advisors as it determines necessary
      to carry out its duties;





(b)
            set
      and pay the compensation for any advisors employed by the Committee;
      and





(c)
            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.




Page
31




D.
           Employees




We have
three employees, and the remainder of services are contracted to
consultants.  We have 3 consultants in Canada, 6 consultants in the
United States and 1 consultant in the United Kingdom.




E.
           Share
Ownership




As of
April 25, 2008, we had 44,362,345 common shares issued and outstanding. As of
April 25, 2008, our directors and officers beneficially owned the following
number of our common shares:




Name
            Number
      of Common Shares
              Beneficially
      Owned
            Percentage
      of Outstanding
              Common
      SharesKenneth
      Powell
            12,181,895
      (1)
            26.07%Philip
      S. Carrozza
            4,211,385
      (2)
            9.12%Harold
      Elke
            3,246,545
      (3)
            7.19%Michael
      Gossland
            2,740,093
      (4)
            5.88%Robert
      F. Roddick
            252,917
      (5)
            0.57%David
      Terk
            209,107
      (6)
            0.47%All
      officers and directors as a group
            22,841,942
            49.31%





Notes:




(1)
            Includes
      (A) 400,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 120,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share until March 1, 2010; (C) 375,000 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; (D) 25,000 common shares issuable pursuant to stock options granted
      under the stock option plan that are vested and fully exercisable at an
      exercise price of $0.38 per share until January 28, 2013; (E) 75,000
      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) 600,000 common shares held in escrow by
      TTN Escrow Capital Corp.; (G) 157,000 common shares that are held by Mr.
      Cameron Powell, the son of Dr. Powell; (H) 157,000 common shares that are
      held by Mr. Carson Powell, the son of Dr. Powell; (I) 2,809,897 common
      shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (J)
      100,000 common shares underlying warrants that are immediately exercisable
      at an exercise price of $0.50 per common share and expire on July 31,
      2008; (K) 425,000 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.60 per common share and expire on
      December 7, 2009; (L) 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; (M) 312,500 common shares underlying warrants
      that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; (N) 150,000 common shares underlying warrants
      that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; (O) 15,000 common shares underlying warrants that
      are held by Mr. Cameron Powell, the son of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; and (P) 15,000 common shares underlying warrants
      that are held by Mr. Carson Powell, the son of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010.




Page
32




(2)
            Includes
      (A) 500,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 120,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share until March 1, 2010; (C) 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 until January 8,
      2012;  (D) 25,000 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.38 per share until January 28,
      2013; (E) 500,000 common shares underlying warrants that are exercisable
      subject to certain milestones as more further described in the Software
      Transfer Agreementsat an exercise
      price of $0.50 per common share and expire on November 30, 2008; (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,
      2008; (G) 1,578,571 common shares that are held by Mrs. Loraine Kuppe, the
      wife of Mr. Carrozza; and (H) 14,285 common shares underlying warrants
      that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009.




(3)
            Includes
      (A) 112,500 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.30 per share and expire January 8, 2012;  (B) 12,500
      common shares issuable pursuant to stock options granted under the stock
      option plan that are vested and fully exercisable at an exercise price of
      $0.38 per share until January 28, 2013; (C) 99,999 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.50 per common share and expire on July 31, 2008; (D) 428,569 common
      shares underlying warrants that are immediately exercisable at an exercise
      price of $0.50 per common share and expire on December 12, 2008; (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, 2009;
      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.




(4)
            Includes
      (A) 500,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 410,593 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.155
      per share and expire February 16, 2010; (C) 120,000 common shares issuable
      pursuant to stock options granted under the stock option plan that are
      vested and fully exercisable at an exercise price of $0.25 per share and
      expire March 1, 2010; (D) 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; (E) 25,000 common shares issuable pursuant to stock options granted
      under the stock option plan that are vested and fully exercisable at an
      exercise price of $0.38 per share until January 28, 2013; (F) 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; (G)
      517,500 common shares held by Mrs. Sybille Gossland, the wife of Mr.
      Gossland; (H) 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, 2008; and (I)
      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,
      2008.




(5)
            Includes
      (A) 50,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.155 per share and expire February 16, 2010; (B) 25,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share until March 1, 2010; (C) 56,250 common shares issuable pursuant
      to stock options granted under the stock option plan that are vested and
      fully exercisable at an exercise price of $0.30 per share and expire
      January 8, 2012; (D) 12,500 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.38 per share until January 28,
      2013; and (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, 2009.




Page
33




(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) 18,750 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.38
      per share until January 28, 2013; and (C) 14,286 common shares underlying
      warrants that are immediately exercisable at an exercise price of $0.60
      per common share and expire on December 7,
2009.




ITEM
7:    MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS




A.
           Major
Shareholders




As of
April 25, 2008, we had 44,362,345 common shares issued and outstanding. As of
April 25, 2008, 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
            12,181,895
      (1)
            26.07%Phillip
      Carrozza
            4,211,385
      (2)
            9.12%Karen
      Powell
            3,347,397
      (3)
            7.46%Harold
      Elke
            3,246,545
      (4)
            7.19%Michael
      Gossland
            2,740,093
      (5)
            5.88%




Notes:




(1)
            Includes
      (A) 400,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 120,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share until March 1, 2010; (C) 375,000 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; (D) 25,000 common shares issuable pursuant to stock options granted
      under the stock option plan that are vested and fully exercisable at an
      exercise price of $0.38 per share until January 28, 2013; (E) 75,000
      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) 600,000 common shares held in escrow by
      TTN Escrow Capital Corp.; (G) 157,000 common shares that are held by Mr.
      Cameron Powell, the son of Dr. Powell; (H) 157,000 common shares that are
      held by Mr. Carson Powell, the son of Dr. Powell; (I) 2,809,897 common
      shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (J)
      100,000 common shares underlying warrants that are immediately exercisable
      at an exercise price of $0.50 per common share and expire on July 31,
      2008; (K) 425,000 common shares underlying warrants that are immediately
      exercisable at an exercise price of $0.60 per common share and expire on
      December 7, 2009; (L) 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; (M) 312,500 common shares underlying warrants
      that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009; (N) 150,000 common shares underlying warrants
      that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; (O) 15,000 common shares underlying warrants that
      are held by Mr. Cameron Powell, the son of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010; and (P) 15,000 common shares underlying warrants
      that are held by Mr. Carson Powell, the son of Dr. Powell, that are
      immediately exercisable at an exercise price of $0.35 per common share and
      expire on March 6, 2010.




Page
34




(2)
            Includes
      (A) 500,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 120,000 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.25
      per share until March 1, 2010; (C) 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 until January 8,
      2012;  (D) 25,000 common shares issuable pursuant to stock
      options granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.38 per share until January 28,
      2013; (E) 500,000 common shares underlying warrants that are exercisable
      subject to certain milestones as more further described in the Software
      Transfer Agreementsat an exercise
      price of $0.50 per common share and expire on November 30, 2008; (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,
      2008; (G) 1,578,571 common shares that are held by Mrs. Loraine Kuppe, the
      wife of Mr. Carrozza; and (H) 14,285 common shares underlying warrants
      that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are
      immediately exercisable at an exercise price of $0.60 per common share and
      expire on December 7, 2009.




(3)
            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 $0.38 per share until January 28, 2013; (B) 312,500 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.60 per common share and expire on December 7, 2009; and (C) 150,000
      common shares underlying warrants that are immediately exercisable at an
      exercise price of $0.35 per common share and expire on March 6,
      2010;




(4)
            Includes
      (A) 112,500 common shares issuable pursuant to stock options granted under
      the stock option plan that are vested and fully exercisable at an exercise
      price of $0.30 per share and expire January 8, 2012;  (B) 12,500
      common shares issuable pursuant to stock options granted under the stock
      option plan that are vested and fully exercisable at an exercise price of
      $0.38 per share until January 28, 2013; (C) 99,999 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.50 per common share and expire on July 31, 2008; (D) 428,569 common
      shares underlying warrants that are immediately exercisable at an exercise
      price of $0.50 per common share and expire on December 12, 2008; (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, 2009;
      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.




(5)
            Includes
      (A) 500,000 common shares issuable pursuant to stock options granted under
      our stock option plan that are vested and fully exercisable at an exercise
      price of $0.10 per share and expire December 22, 2008; (B) 410,593 common
      shares issuable pursuant to stock options granted under the stock option
      plan that are vested and fully exercisable at an exercise price of $0.155
      per share and expire February 16, 2010; (C) 120,000 common shares issuable
      pursuant to stock options granted under the stock option plan that are
      vested and fully exercisable at an exercise price of $0.25 per share and
      expire March 1, 2010; (D) 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; (E) 25,000 common shares issuable pursuant to stock options granted
      under the stock option plan that are vested and fully exercisable at an
      exercise price of $0.38 per share until January 28, 2013; (F) 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; (G)
      517,500 common shares held by Mrs. Sybille Gossland, the wife of Mr.
      Gossland; (H) 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, 2008; and (I)
      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,
      2008.




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35




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




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




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




Of our
165 registered shareholders as at April 25, 2008, 17 were residents of the
United States representing 3,030,067 common shares or 6.8% of our
44,362,345issued
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 TOPS Technology and a 25% interest in all
net profits third parties (subject to certain licenses being exempt) realize
from the use of the TOPS Technology. In consideration therefore, the Company
agreed to fund all future development costs associated with the TOPS 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 TOPS Technology and related products, failing which Cignal
could terminate the license. Pursuant to a related agreement among Dr. Ken
Powell, Mr. Thomas Kreilein and Mr. Phillip Carrozza dated June 3, 2003, Dr.
Powell and Mr. Kreilein agreed to transfer certain common shares and grant an
option with respect to additional common shares of the Company to Mr. Carrozza
as an inducement to enter into this License Agreement. This agreement purported
to provide Mr. Carrozza with the right to terminate the License Agreement if
certain trading price benchmarks of the common shares were not met. None of
these benchmarks were met but the License Agreement was not terminated within
the required time periods.





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




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





Page
36




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





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





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





The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.  Upon receipt of
the aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.








In
connection with the Software Transfer Agreements, we have entered into
consulting agreements with each of Cignal and Mr. Gossland, whereby they will
provide consulting services to us until October 31, 2008.





Management
fees and research and development costs of $430,764 (2006 - $609,194) were paid
to officers and directors of the Company during 2007.





Page
37




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




C.
           Interests of
Experts and Counsel




Not
applicable.




ITEM
8:    FINANCIAL INFORMATION




A.
           Consolidated
Statements and Other Financial Information




Our
financial statements are set forth under “Item 17. – Financial
Statements”.




Legal
Proceedings




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




Dividend
Policy




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




B.
           Significant
Changes






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




ITEM
9:    THE OFFER AND LISTING




A.
           Offer and
Listing Details




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




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




Period
            High
            Low


Fiscal
      YearNovember
      1, 2002 to October 31, 2003
            $0.22
            $0.02November
      1, 2003 to October 31, 2004
            $0.26
            $0.08November
      1, 2004 to October 31, 2005
            $0.44
            $0.085




Page
38


Period
              High
              Low


November
      1, 2005 to October 31, 2006
            $0.415
            $0.11November
      1, 2006 to October 31, 2007
            $1.07
            $0.255Fiscal
      QuarterNovember
      2005 to January 2006
            $0.21
            $0.14February
      2006 to April 2006
            $0.37
            $0.11May
      2006 to July 2006
            $0.415
            $0.24August
      2006 to October 2006
            $0.39
            $0.22November
      2006 to January 2007
            $0.395
            $0.255February
      2007 to April 2007
            $1.07
            $0.355May
      2007 to July 2007
            $0.89
            $0.54August
      2007 to October 2007
            $0.60
            $0.335November
      2007 to January 2008
            $0.57
            $0.31February
      2008 to April 25, 2008
            $0.67
            $0.30MonthOctober
      2007
            $0.39
            $0.335November
      2007
            $0.395
            $0.31December
      2007
            $0.39
            $0.325January
      2008
            $0.57
            $0.325February
      2008
            $0.67
            $0.32March
      2008
            $0.365
            $0.30April
      1 – 25, 2008
            $0.41
            $0.335




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, 2002 to October 31, 2003
            $0.15
            $0.01November
      1, 2003 to October 31, 2004
            $0.15
            $0.06November
      1, 2004 to October 31, 2005
            $0.38
            $0.06November
      1, 2005 to October 31, 2006
            $0.37
            $0.105November
      1, 2006 to October 31, 2007
            $0.92
            $0.192Fiscal
      QuarterNovember
      2005 to January 2006
            $0.19
            $0.105February
      2006 to April 2006
            $0.335
            $0.13May
      2006 to July 2006
            $0.37
            $0.266August
      2006 to October 2006
            $0.35
            $0.201November
      2006 to January 2007
            $0.35
            $0.192February
      2007 to April 2007
            $0.92
            $0.291May
      2007 to July 2007
            $0.77
            $0.505August
      2007 to October 2007
            $0.58
            $0.321November
      2007 to January 2008
            $0.55
            $0.29February
      2008 to April 25, 2008
            $0.72
            $0.288MonthOctober
      2007
            $0.38
            $0.33




Page
39


Period
              High
              Low


November
      2007
            $0.34
            $0.303December
      2007
            $0.3345
            $0.29January
      2008
            $0.55
            $0.311February
      2008
            $0.72
            $0.3205March
      2008
            $0.36
            $0.288April
      1 – 25, 2008
            $0.425
            $0.33




B.
           Plan of
Distribution




Not
applicable.




C.
           Markets




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




D.
           Selling
Shareholders




Not
applicable.




E.
           Dilution




Not
applicable.




F.
           Expenses of
the Issue




Not
applicable.




ITEM 10:    ADDITIONAL
INFORMATION




A.
           Share
Capital




Not
applicable.




B.
           Articles of
Incorporation




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




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




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




Page
40




shareholders
in general meeting. There are no cumulative voting rights attached to any of our
shares and, accordingly, the holders of more than half of the shares represented
at a general meeting can elect all of the directors to be elected in a general
meeting. All directors stand for re-election annually. Upon any liquidation,
dissolution or winding up, all common shareholders are entitled to share ratably
in all net assets available for distribution after payment to creditors. The
common shares are not convertible or redeemable and have no preemptive,
subscription or conversion rights. In the event of a merger or consolidation,
all common shareholders will be entitled to receive the same per share
consideration.




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




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




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




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




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




C.
           Material
Contracts




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





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





Page
41




The
Software Transfer Agreements were approved by the disinterested shareholders of
the Company on August 11, 2006 and were approved by TSX Venture Exchange on
September 29, 2006.  The subsequent amendments were approved by the
disinterested shareholders of the Company on September 14, 2007 and were
approved by TSX Venture Exchange on October 29, 2007.  Upon receipt of
the aforementioned approvals the License Agreement terminated and gave us full
ownership of the software developed to date as well as into the
future.








In
connection with the Software Transfer Agreements, we have entered into
consulting agreements with each of Cignal and Michael Gossland, whereby they
will provide consulting services to us until October 31, 2008.




D.
           Exchange
Controls




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




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




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




E.
           Taxation




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




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




Certain
Canadian Federal Income Tax Consequences




Page
42




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.




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.




Page
43




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.




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




Page
44




Distribution on Our Common
Shares.




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




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




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




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




Dividend
Paid to Shareholder who Made QEF Election may be Exempt from Tax.
Generally, shareholders are not subject to additional income taxation on
distributions made by a PFIC to the extent of the shareholder’s basis in the
corporation’s shares if a Qualified Electing Fund (“QEF”) election is in effect.
(Please see the QEF election discussion below.) A shareholder’s basis in this
situation is usually equal to the cost of purchasing the shares plus the amount
of the corporation’s income that was reported on the




Page
45




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. 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.
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,
2007, 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




Page
46


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, 2007 and anticipate meeting both of these tests in the fiscal year that will
end on October 31, 2008. There can be no assurance that our determination
concerning our PFIC status will not be challenged.




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




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.




Page
47




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.




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.




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48




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. For tax years
beginning after 2006, 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.  For tax years of U.S. Holders beginning after October
22, 2004, 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
income”.




In
addition, U.S. Holders that are corporations and that own 10% or more of our
voting stock may be entitled to an “indirect” foreign tax credit under Section
902 of the Code with respect to the payment of dividends by us under certain
circumstances and subject to complex rules and limitations. The availability of the foreign tax
credit and the application of the limitations with respect to the foreign tax
credit are fact specific, and each U.S. Holder of our common shares should
consult their own financial advisor, legal counsel or accountant regarding the
foreign tax credit rules.




Information Reporting; Backup
Withholding.




Certain
information reporting and backup withholding rules may apply with respect to
certain payments related to our common shares. In particular, a payor or
middleman within the U.S., or in certain cases outside the U.S., will be
required to withhold 28% (which rate is scheduled for periodic adjustment) of
any payments to a U.S. Holder of our common shares of dividends on, or proceeds
from the sale of, such common shares within the U.S., if a U.S. Holder fails to
furnish its correct taxpayer identification number (generally on Form W-9) or
otherwise fails to comply with, or establish an exemption from, the backup




Page
49




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




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:




Page
50




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.




Page
51




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




Under the
supervision and with the participation of our management, including our
President and Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures under the Exchange Act. Based upon that evaluation, the
President and Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective in timely alerting us to the material
information relating to us (or our consolidated subsidiaries) required to be
included in the reports we file or submit under the Exchange Act.




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




Not
applicable.




C.
           Attestation
Report of the Registered Public Accounting Firm




Not
applicable.




D.
           Changes in
Internal Control Over Financial Reporting




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




ITEM
16A:    AUDIT COMMITTEE FINANCIAL EXPERT




Prior to
the filing of this report, our board of directors had made the determination
that two audit committee financial experts, Mr. Robert F. Roddick and Dr. Harold
Elke, serve on the Audit Committee. Also, we believe that Mr. Roddick and Dr.
Elke are “independent” under Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards, as such standards may be amended and
modified.




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.




Page
52




ITEM 16C:    PRINCIPAL
ACCOUNTANT FEES AND SERVICES




Collins
Barrow Edmonton LLP (“Collins Barrow”), audited our financial statements for the
years ended October 31, 2007 and October 31, 2006.




Audit
Fees




Fees
billed by Collins Barrow for professional services totaled $60,000 for the year
ended October 31, 2007.  Fees billed by Collins Barrow for
professional services totaled $57,000 for the year ended October 31,
2006.  Such fees include fees associated with the audit of our annual
financial statements or services that are normally provided by our auditors in
connection with statutory and regulatory filings or engagements for those fiscal
years.




Audit–Related
Fees




None.




Tax Fees




Fees for
tax services by Collins Barrow, including fees for review of our consolidated
federal income tax return, totaled $0 for the 2007 tax year and $1,500 for the
2006 tax year.




All
other Fees




During
the fiscal years ended October 31, 2007 and October 31, 2006, Collins Barrow did
not bill for any products or services other than as described
above.




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




There
were no fees in 2007 and 2006 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)
      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
Programs


November
      1, 2006 to November 30, 2006
            700,000
      (1)
            $0.25
            400,000
      (2)
            NilDecember
      1, 2006 to December 31, 2006
            857,141
      (3)
            $0.35
            857,141
      (3)
            428,569
      (3)




Page
53




(a)
      Total Number of Shares (or Units) Purchased
              (b)
      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
Programs


January
      1, 2007 – January 31, 2007
            323,529
      (4)
            $0.17USD
            Nil
            1,225,000
      (5)February
      1, 2007 to February 28, 2007
            366,667
      (6)
            $0.25
            366,667
      (6)
            NilMarch
      1, 2007 to March 31, 2007
            Nil
            N/A
            Nil
            NilApril
      1, 2007 to April 30, 2007
            300,000
      (7)
            -
            Nil
            NilMay
      1, 2007 to May 31, 2007
            Nil
            N/A
            Nil
            NilJune
      1, 2007 to June 30, 2007
            Nil
            N/A
            Nil
            NilJuly
      1, 2007 to July 31, 2007
            Nil
            N/A
            Nil
            NilAugust
      1, 2007 to August 31, 2007
            Nil
            N/A
            Nil
            NilSeptember
      1, 2007 to September 30, 2007
            Nil
            N/A
            Nil
            NilOctober
      1, 2007 to October 31, 2007
            551,736
      (8)
            $0.30
            551,736
      (8)
            Nil




Notes:




(1)
            Includes
      acquisition of 300,000 common shares in a private
    transaction.


(2)
            400,000
      common shares issued pursuant to the exercise of warrants at $0.25 per
      share.


(3)
            857,141
      common shares issued pursuant to a private placement at $0.35, and 428,569
      common shares underlying warrants that are immediately exercisable at an
      exercise price of $0.50 per common share and expire December 12,
      2008.  The private placement was publicly announced on December
      13, 2006.


(4)
            Acquisition
      of 323,529 common shares in a private
  transaction.


(5)
            1,225,000
      common shares issuable pursuant to stock options granted under the our
      stock option plan of which 918,750 are vested and fully exercisable and
      the remaining 306,250 will vest on July 8, 2008, all exercisable at an
      exercise price of $0.30 per share and expire January 8,
      2012.  The grant of options was publicly announced on January 9,
      2007.


(6)
            366,667
      common shares issued pursuant to the exercise of warrants at $0.25 per
      share.


(7)
            Acquisition
      of 300,000 common shares in a private
  transaction.


(8)
            551,736
      common shares issued pursuant to the exercise of warrants at $0.30 per
      share.




Page
54




PART III




ITEM
17:    FINANCIAL STATEMENTS




Our
audited consolidated financial statements include:




·
            our
      balance sheets as at October 31, 2007 and October 31,
  2006;




·
            statements
      of operations and comprehensive loss for the periods ended October 31,
      2007, 2006 and 2005;




·
            statements
      of shareholders’ equity for the periods ended October 31, 2007, 2006 and
      2005; and




·
            statements
      of cash flows for the periods ended October 31, 2007, 2006 and
      2005.




The
consolidated financial statements as at and for the years ended October 31, 2007
and October 31, 2006 were audited by Collins Barrow Edmonton LLP, our
Independent Registered Chartered Accountants.




The
consolidated financial statements as at and for the year ended October 31, 2005
were audited by Deloitte & Touche LLP, our former 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 15. All figures are expressed
in Canadian dollars.




Page
55




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, 2007 and 2006, and the consolidated statements of operations and
comprehensive loss, shareholders’ equity and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our 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.  We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, these consolidated financial statements present fairly, in all material
respects, the financial position of the Company as at October 31, 2007 and 2006
and the results of its operations and its cash flows for each of the years then
ended in accordance with Canadian generally accepted accounting
principles.





The
consolidated financial statements as at October 31, 2005 and for the year then
ended were audited by another firm of chartered accountants who expressed an
opinion without reservation on those financial statements in their audit report
dated February 24, 2006.





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.





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 20, 2008, 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
            SignedFebruary 20,
      2008
            Independent
      Registered Chartered Accountants




Page
56


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Consolidated
Balance Sheets
 As
at October 31, 2007 and 2006
 (expressed in Canadian
dollars)


2007
            
            
            2006ASSETSCURRENTCash
      and cash equivalents
            
            $
            18,664
            
            
            $
            314,450Short-term
      investments (Note 4)
            
            
            221,807
            
            
            
            ---Sundry
      Receivable
            
            
            404
            
            
            
            4,954Prepaid
      expenses & deposit
            
            
            7,757
            
            
            
            73,865248,632
            
            
            
            393,269Deposit
            
            
            23,500
            
            
            
            ---Equipment
      (Note 5)
            
            
            159,270
            
            
            
            62,435$
            431,402
            
            
            $
            455,704LIABILITIESCURRENTAccounts
      payable and accrued liabilities
            
            $
            274,173
            
            
            $
            281,780Loans
      and advances (Note 6)
            
            
            350,831
            
            
            
            216,082625,004
            
            
            
            497,862Commitments(Note
      10)Going Concern(Note
      1)SHAREHOLDERS’
      EQUITYShare
      capital (Note 7)
            
            
            8,795,045
            
            
            
            6,717,678Warrants
      (Note 7)
            
            
            812,255
            
            
            
            725,989Contributed
      surplus (Note 7)
            
            
            2,119,682
            
            
            
            1,913,572Deficit
            
            
            (11,920,584
            )
            
            
            (9,399,397
            )(193,602
            )
            
            
            (42,158
            )$
            431,402
            
            
            $
            455,704





See
accompanying notes





Approved
on behalf of the Board:








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




Page
57


TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Statements of Operations and Comprehensive Loss


Years
ended October 31, 2007, 2006 and 2005
 (expressed
in Canadian dollars)


2007
            
            
            2006
            
            
            2005
            
            
            Cumulative
              from 2002
              (inception
      of
              development
              stage)EXPENSESSoftware
      development (Note 9)
            
            
            ---
            
            
            
            1,891,479
            
            
            
            ---
            
            
            
            1,891,479Research
      and development (Note 9)
            
            
            1,331,369
            
            
            
            860,456
            
            
            
            609,130
            
            
            
            2,981,486General
      and administrative (Note 9)
            
            
            1,079,507
            
            
            
            820,450
            
            
            
            723,638
            
            
            
            3,460,722Amortization
            
            
            35,951
            
            
            
            11,840
            
            
            
            8,722
            
            
            
            321,056Bank
      charges and interest
            
            
            39,769
            
            
            
            29,138
            
            
            
            1,752
            
            
            
            76,120Bad
      debt
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            3,000Loss
      (Gain) on foreign exchange
            
            
            42,566
            
            
            
            (5,384
            )
            
            
            47
            
            
            
            40,167Loss
      from operations
            
            
            2,529,162
            
            
            
            3,607,979
            
            
            
            1,343,289
            
            
            
            8,774,030Interest
      and other income
            
            
            7,975
            
            
            
            ---
            
            
            
            ---
            
            
            
            8,557Net
      loss and comprehensive loss
            
            
            (2,521,187
            )
            
            
            (3,607,979
            )
            
            
            (1,343,289
            )
            
            
            (8,765,473
            )LOSS
      PER SHARE – Basic
            
            $
            (.07
            )
            
            $
            (0.13
            )
            
            $
            (0.07
            )WEIGHTED
      AVERAGE NUMBER OF
              SHARES
      USED TO CALCULATE
              LOSS
      PER SHARE
            
            
            35,838,813
            
            
            
            27,306,799
            
            
            
            18,397,266


See
accompanying notes




Page
58


TITAN
TRADING ANALYTICS INC.


(Continued
under the Laws of Alberta)


“A
Development Stage Corporation”


Consolidated
Statements of Shareholders’ Equity


Years
ended October 31, 2007, 2006 and 2005
 (expressed
in Canadian dollars)





Share
              Capital
            
            
            Warrants
            
            
            Contributed
              Surplus
            
            
            Deficit
            
            
            TotalOctober
      31, 2004
            
            
            3,948,594
            
            
            
            116,544
            
            
            
            11,200
            
            
            
            (4,381,529
            )
            
            
            (305,191
            )Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,343,289
            )
            
            
            (1,343,289
            )Change
      in Accounting policy
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (66,600
            )
            
            
            (66,600
            )Private
      placement
            
            
            800,362
            
            
            
            133,121
            
            
            
            
            
            
            
            
            
            
            
            933,483Warrants
      exercised
            
            
            72,240
            
            
            
            (20,640
            )
            
            
            
            
            
            
            
            
            
            
            51,600Shares
      issued for debt
            
            
            472,309
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            472,309Stock
      compensation expense
            
            
            
            
            
            
            
            
            
            
            211,694
            
            
            
            
            
            
            
            211,694October
      31, 2005
            
            
            5,293,505
            
            
            
            229,025
            
            
            
            222,894
            
            
            
            (5,791,418
            )
            
            
            (45,994
            )





Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            (3,607,979
            )
            
            
            (3,607,979
            )Expired/cancelled
      warrants
            
            
            
            
            
            (58,274
            )
            
            
            58,274
            
            
            
            
            
            
            
            ---Software
      transfer
            
            
            
            
            
            316,479
            
            
            
            1,575,000
            
            
            
            
            
            
            
            1,891,479Private
      placement
            
            
            1,060,253
            
            
            
            324,706
            
            
            
            
            
            
            
            
            
            
            
            1,384,959Warrants
      exercised
            
            
            363,920
            
            
            
            (85,947
            )
            
            
            
            
            
            
            
            
            
            
            277,973Stock
      compensation expense
            
            
            
            
            
            
            
            
            
            
            57,404
            
            
            
            
            
            
            
            57,404October
      31, 2006
            
            
            6,717,678
            
            
            
            725,989
            
            
            
            1,913,572
            
            
            
            (9,399,397
            )
            
            
            (42,158
            )





Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            (2,521,187
            )
            
            
            (2,521,187
            )Expired/cancelled
      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
            
            
            
            
            
            
            
            
            
            
            
            1,049,341Warrants
      issued
            
            
            249,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            249,000Stock
      compensation expense
            
            
            
            
            
            
            
            
            
            
            217,819
            
            
            
            
            
            
            
            217,819October
      31, 2007
            
            
            8,795,045
            
            
            
            812,255
            
            
            
            2,119,682
            
            
            
            (11,920,584
            )
            
            
            (193,602
            )





See
accompanying notes




Page
59




2007
            
            
            2006
            
            
            2005
            
            
            Cumulative
      from 2002
              (inception
      of
              development
              stageOPERATINGNet
      loss
            
            $
            (2,521,187
            )
            
            $
            (3,607,979
            )
            
            $
            (1,343,289
            )
            
            $
            (8,765,473
            )Adjustments
      for non-cash itemsSoftware
      development expense
            
            
            
            
            
            
            1,891,479
            
            
            
            ---
            
            
            
            1,891,479Amortization
            
            
            35,951
            
            
            
            11,840
            
            
            
            8,722
            
            
            
            321,056Research
      and development
            
            
            249,000
            
            
            
            62,735
            
            
            
            262,500
            
            
            
            574,235Share
      option expense
            
            
            217,819
            
            
            
            57,404
            
            
            
            123,654
            
            
            
            429,862Loss
      on disposal of equipment
            
            
            
            
            
            
            ---
            
            
            
            ---
            
            
            
            1,021Net
      changes in non-cash working capital balances:Sundry
      receivable
            
            
            4,550
            
            
            
            4,483
            
            
            
            2,226
            
            
            
            3,409Prepaid
      expenses
            
            
            42,608
            
            
            
            (73,161)
            
            
            
            (704)
            
            
            
            241,467Accounts
      payable and accrued liabilities
            
            
            7,608)
            
            
            
            114,080
            
            
            
            (4,745)
            
            
            
            (29,323)


(1,978,867
            )
            
            
            (1,539,119
            )
            
            
            (951,636
            )
            
            
            (5,332,267
            )INVESTINGLoan
      receivable
            
            
            ---
            
            
            
            ---
            
            
            
            ---
            
            
            
            (62,735
            )Purchase
      of equipment
            
            
            (132,786
            )
            
            
            (43,276
            )
            
            
            (20,666
            )
            
            
            (202,377
            )Short-term
      investments
            
            
            (221,807
            )
            
            
            ---
            
            
            
            ---
            
            
            
            (221,807
            )(354,593
            )
            
            
            (43,276
            )
            
            
            (20,666
            )
            
            
            (486,919
            )FINANCINGIssue
      of common shares and warrants net of issue costs
            
            
            1,902,925
            
            
            
            1,662,932
            
            
            
            1,021,523
            
            
            
            4,916,795Redemption
      of common shares
            
            
            ---
            
            
            
            ---
            
            
            
            (15,000)
            
            
            
            (15,000)Loans
      and advances
            
            
            134,749
            
            
            
            124,722
            
            
            
            77,206
            
            
            
            560,638


2,037,674
            
            
            
            1,787,654
            
            
            
            1,083,729
            
            
            
            5,462,433INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (295,786
            )
            
            
            205,259
            
            
            
            111,427
            
            
            
            (356,753
            )CASH
      AND CASH EQUIVALENTS (BANK INDEBTEDNESS), BEGINNING OF
    PERIOD
            
            
            314,450
            
            
            
            109,191
            
            
            
            (2,236
            )
            
            
            375,417CASH
      AND CASH EQUIVALENTS (BANK
      INDEBTEDNESS), END OF PERIOD
            
            $
            18,664
            
            
            $
            314,450
            
            
            $
            109,191
            
            
            $
            18,664CASH
      USED IN OPERATING ACTIVITIESINCLUDES:Bank
      charges and interest
            
            $
            39,769
            
            
            $
            29,138
            
            
            
            1,752
            
            
            
            76,120





See
accompanying notes




Page
60


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)







1.
            NATURE
      OF OPERATIONS & GOING CONCERN




(a)
            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.




(b)
            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 $11,920,584 at October 31,
2007.  As at October 31, 2007, the Company also has a working capital
deficiency of $376,372.




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 (See subsequent
events, Note 13). The Company believes these measures will provide liquidity for
it to continue as a going concern throughout fiscal 2008.  However,
management can provide no assurance thereon.




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




If the
going concern assumption was not appropriate for these consolidated financial
statements, then adjustments would be necessary in the carrying value of assets
and liabilities, the reported expenses and the balance sheet classifications
used.




Page
61


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)







2.
            CHANGE
      IN ACCOUNTING POLICY




Effective
November 1, 2006, the Company adopted the new recommendations of the Canadian
Institute of Chartered Accountants (“CICA”) Handbook Section 3855, Financial
Instruments – Recognition and Measurement; Section 3861, Disclosure and
Presentation, Section 1530, Comprehensive Income; Section 3251, Equity; and
Section 3865, Hedges.  The adoption of the foregoing standards had no
transitional impact on the Company’s opening deficit or accumulated other
comprehensive income.




CICA
Handbook Section 3855 and 3861 establish standards for recognition, measurement,
disclosure and presentation of financial instruments, which include financial
assets, financial liabilities, derivatives and embedded
derivatives.   Financial instruments, including derivatives, are
measured in the consolidated balance sheet at fair value on
acquisition.  Subsequent measurement and changes in fair value will
depend on their initial classification, as follows: held-for trading financial
assets are measured at fair value and changes in fair value are recognized in
net income; available-for-sale financial instruments are measured at fair value
with changes in fair value recorded in other comprehensive income until the
investment is derecognized or impaired, at which time the amount would be
recorded in net income.  Loans and receivables, held-to-maturity
investments and other financial liabilities are measured at amortized
cost.




The
Company has classified its financial instruments as follows:




Financial
      Instrument
            Classification
            Subsequent
      measurementCash
      and cash equivalents
            Held
      for trading
            Fair
      market valueShort-term
      investments
            Held
      for trading
            Fair
      market valueSundry
      receivable
            Loans
      and receivables
            Amortized
      costAccounts
      payable
            Other
      liabilities
            Amortized
      costLoans
      and advances
            Other
      liabilities
            Amortized
      cost





CICA
handbook Section 1530, establishes standards for comprehensive income.
Comprehensive income, which consists of net income and other comprehensive
income represents changes in shareholders’ equity during a period arising from
transactions with non-owners.  Other comprehensive income consists of
changes to unrealized gains and losses on available-for-sale financial assets,
as well as foreign currency translation adjustments of self-sustaining foreign
operations during the period.   Comprehensive income measures net
earnings for the period plus other comprehensive income.  Amounts
reported as other comprehensive income will be accumulated in a separate
component of shareholders’ equity as “Accumulated Other Comprehensive Income
(Loss).”





Page
62


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)


2.
            CHANGE
      IN ACCOUNTING POLICY (continued)





Section
3251 establishes standards for the presentation of equity and changes in equity
during the reporting period.  The implementation of this section did
not have a material impact on the Company’s financial statements.





Section
3865 specifies the criteria under which hedge accounting can be applied and how
hedge accounting can be executed.  The Company does not have any
hedging items so the implementation of this section did not have a material
impact on the financial statements.




3.
            SIGNIFICANT
      ACCOUNTING POLICIES




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




Consolidation




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




Research
and development




Research
costs are expensed when incurred. Development costs are expensed when incurred
prior to the establishment of technical feasibility. Subsequent to the
establishment of technical feasibility, the costs associated with the
development of a commercial product for which adequate resources exist to market
the product or a product to be used internally are capitalized as software and
systems development. Capitalization of development costs ceases when the product
is available for general release to customers or once internal utilization
commences.  There were no development costs capitalized during the
year.




Equipment




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




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




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. An impairment loss would be recognized when undiscounted
future cash flows expected to result from the use of an asset and its eventual
disposition are less than its carrying amount.




Page
63


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




3.           
SIGNIFICANT ACCOUNTING POLICIES (continued)




Future
income taxes




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




Foreign currency
translation




The
functional currency of the Company is the Canadian dollar. Monetary assets and
liabilities denominated in currencies other than the Canadian dollar are
translated using the rate of exchange prevailing at the balance sheet date.
Revenues and expenses and other assets and liabilities are translated using the
exchange rate prevailing on the transaction date. Gains and losses on
translation are included in operations.




The
Company translates the assets and liabilities of integrated foreign operations
to Canadian dollars using the temporal method of translation.  Gains
and losses resulting from translation adjustments are included in
operations.




Use
of estimates




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




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.




Page
64


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




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 period.
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.




Stock-based
compensation




The fair
value of stock options are calculated at the date of grant and is expensed over
the vesting period of the options on a straight-line basis.  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.




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.




Future
Accounting Pronouncements




Effective
November 1, 2007, the Company will be required to adopt the following new CICA
standards:




- Section
3862 “Financial Instruments – Disclosure”


- Section
3863, “Financial Instruments – Presentation”


- Section
1506, “Accounting Changes”, and


- Section
1535, “Capital Disclosures”





Financial
Instruments – Disclosure and Presentation




Handbook
Section 3862 “Financial Instruments – Disclosure” and Section 3863 “Financial
instruments – Presentation” will replace Section 3861 “Financial Instruments –
Disclosure and Presentation”.  The new disclosure standard increases
the emphasis on the risks associated with both recognized and unrecognized
financial instruments and how those risks are managed.  The new
presentation standard carries forward the former presentation
requirements.  The new financial instruments presentation and
disclosure requirements were issued in December 2006 and the Company is
assessing the impact on its financial statements.




Page
65


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




3.
            SIGNIFICANT
      ACCOUNTING POLICIES (continued)




Accounting
Changes




Under the
new standard, voluntary changes in accounting policies are permitted only if
they result in financial statements which provide more reliable and relevant
information.  Accounting policy changes are applied retrospectively
unless it is impractical to determine the period or cumulative impact of the
change.   Corrections of prior period errors are applied
retrospectively and changes in accounting estimates are applied prospectively by
including these charges in earnings.  These standards are effective
for all changes in accounting policies, changes in accounting estimates and
corrections of prior period errors initiated in periods beginning on or after
November 1, 2007.




Capital
Disclosures




This
section will require additional disclosures of objectives, policies and
processes for managing capital.  In addition, disclosures will include
whether companies have complied with externally imposed capital
requirements.  The new capital disclosure requirements were issued in
December 2006 and the Company is assessing the impact on its financial
instruments.




4.           
SHORT-TERM INVESTMENTS




Short-term
investments consists of a guaranteed investment certificate bearing interest at
prime less 2.25%, and matures September 5, 2008.  The investment is
collateral for an available line of credit of $120,000 which has not been drawn
on at the end of the year.




Short-term
investments also include marketable securities of $101,807 held in a trading
account which are measured at fair value.




5.            
EQUIPMENT


October
      31, 2007
            
            
            
            
            
            
            
            
            October 31,
      2006Cost
            
            
            Accumulated
              Amortization
            
            
            Net
      Book
              Value
            
            
            Cost
            
            
            Accumulated
              Amortization
            
            
            Net
      Book
              ValueComputer
      Equipment
            
            $
            217,216
            
            
            $
            66,926
            
            
            $
            150,290
            
            
            $
            87,578
            
            
            $
            32,728
            
            
            $
            54,850Office
      Furniture
            
            
            11,580
            
            
            
            2,600
            
            
            
            8,980
            
            
            
            8,432
            
            
            
            847
            
            
            
            7,585Softwaredevelopment
      costs
            
            
            947,877
            
            
            
            947,877
            
            
            
            -
      - -
            
            
            
            947,877
            
            
            
            947,877
            
            
            
            - -
      -$
            1,176,673
            
            
            $
            1,017,403
            
            
            $
            159,270
            
            
            $
            1,043,887
            
            
            $
            981,452
            
            
            $
            62,435




Page
66


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)








6.    LOANS
      AND ADVANCES
            2007
            2006Loan
      payable, is due to a Director and his associated
              company.  The
      loan is non-interest bearing, unsecured
              and
      has no fixed terms of repayment.
            $  187,831
            $  37,408Short-term
      loan, bearing interest at 13% per annum, is secured by a promissory note
      and due on demand.
            100,000
            100,000Private
      placement funds paid in advance of December 31, 2007 closing (See
      subsequent events Note 13)
            63,000
            ---Advances
      of $70,000 US from partners of
              Titan
      Trading Limited Partnership.
              The
      advance is non-interest bearing, unsecured and
              has
      no fixed terms of repayment
            ---
            78,674$  350,831
            $  216,082





The
$100,000 short-term loan was repaid in November, 2007.




7.  SHARE
CAPITAL


Common
      Shares
            WarrantsShares
            Amount
            Warrants
            AmountBalance,
      November 30, 1993
            - -
      -
            - -
      -
            - -
      -
            - -
      -Issued
      for cash
            1
            1
            - -
      -
            - -
      -Balance,
      October 31, 1994
            1
            1
            - -
      -
            - -
      -Issued
      for cash
            4,114,000
            1,314,900
            - -
      -
            - -
      -Warrants
      issued
            - -
      -
            - -
      -
            125,000
            - -
      -Balance,
      October 31, 1995
            4,114,001
            1,314,901
            125,000
            - -
      -Issued
      for cash
            4,302,000
            1,055,500
            - -
      -
            - -
      -Share
      issuance costs
            - -
      -
            (141,089)
            - -
      -
            - -
      -Balance,
      October 31, 1996
            8,416,001
            2,229,312
            125,000
            - -
      -Issued
      for cash
            316,000
            442,400
            - -
      -
            - -
      -Warrants
      issued
            - -
      -
            - -
      -
            158,000
            - -
      -Balance,
      October 31, 1997
            8,732,001
            2,671,712
            283,000
            - -
      -Warrants
      exercised
            125,000
            131,250
            (125,000)
            - -
      -Balance,
      October 31, 1998
            8,857,001
            2,802,962
            158,000
            - -
      -Warrants
      cancelled
            - -
      -
            - -
      -
            (158,000)
            - -
      -Balance,
      October 31, 1999
            8,857,001
            2,802,962
            - -
      -
            - -
      -Issued
      for cash
            275,965
            572,976
            - -
      -
            - -
      -Warrants
      issued
            - -
      -
            - -
      -
            250,067
            - -
      -




Page
67


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)


7.   SHARE
      CAPITAL – (continued)Common
      Shares
            WarrantsShares
            Amount
            Warrants
            AmountBalance,
      October 31, 2000
            9,132,966
            3,375,938
            250,067
            - -
      -Issued
      for cash
            680,000
            340,000
            - -
      -
            - -
      -Warrants
      issued
            - -
      -
            - -
      -
            680,000
            - -
      -Warrants
      expired
            - -
      -
            - -
      -
            (250,067)
            - -
      -Balance,
      October 31, 2001
            9,812,966
            3,715,938
            680,000
            - -
      -Issued
      for cash
            - -
      -
            - -
      -
            - -
      -
            - -
      -Balance,
      October 31, 2002
            9,812,966
            3,715,938
            680,000
            - -
      -Warrants
      expired
            - -
      -
            - -
      -
            (680,000)
            - -
      -Balance,
      October 31, 2003
            9,812,966
            3,715,938
            - -
      -
            - -
      -Private
      placements
            3,211,999
            242,456
            3,211,999
            116,544Share
      issuance costs
            - -
      -
            (9,800)
            - -
      -
            - -
      -Balance,
      October 31, 2004
            13,024,965
            3,948,594
            3,211,999
            116,544Private
      placements
            5,455,110
            878,014
            4,655,014
            154,561Warrants
      exercised
            430,000
            72,240
            (430,000)
            (20,640)Shares
      issued for debt
            3,736,324
            472,309
            - -
      -
            - -
      -Shares
      issuance costs
            - -
      -
            (77,652)
            - -
      -
            - -
      -Warrants
      expired and cancelled
            - -
      -
            - -
      -
            (859,999)
            (21,440)Balance,
      October 31, 2005
            22,646,399
            5,293,505
            6,577,014
            229,025Private
      placements
            6,012,765
            1,157,590
            3,006,388
            345,776Warrants
      exercised
            2,155,333
            363,920
            (2,155,333)
            (85,947)Warrants
      issued in software transfer
            - -
      -
            - -
      -
            2,000,000
            316,479Warrants
      expired and cancelled
            - -
      -
            - -
      -
            (983,500)
            (58,274)Share
      issuance costs
            - -
      -
            (97,337)
            - -
      -
            (21,070)Balance,
      October 31, 2006
            30,814,497
            6,717,678
            8,444,569
            725,989Private
      placement
            3,311,299
            957,552
            1,655,632
            201,413Warrants
      exercised
            3,010,403
            884,171
            (3,010,403)
            (86,150)Stock
      options exercised
            377,500
            78,904Warrants
      expired and cancelled
            
            
            (581,667)
            (11,633)Shares
      issued for service
            300,000
            249,000Share
      issuance costs
            
            (92,260)
            
            (17,364)Balance
      October 31, 2007
            37,813,699
            8,795,045
            6,508,131
            812,255





a)
            Share
      Capital




2007




In
December 2006, the corporation closed a non-brokered private placement of units
(“Units), which raised $1,158,965.  The Corporation issued 3,311,299
Units at $0.35 Canadian ($0.31 US) per Unit.  Each Unit consisted of
one common share and one-half of one common share purchase warrant (a
“Warrant”). The Warrants issued were 1,655,632.  The difference of
17.5 fewer




Page
68


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)


7.   SHARE
CAPITAL (continued)




a)
            Share Capital
      (continued)




warrants
issued is a rounding factor attributed to shareholders proceeds being short of
the actual value of shares purchased.  The Warrants are exercisable at
a price of $0.50 Canadian ($0.45 US) and will expire December 12,
2008.  The securities issued under the private placement are subject
to a four-month hold period.  The Company revised the amount of
finder’s fees and paid $75,329 to arm’s length parties in connection with the
placement.  Insiders participated in the private placement for total
gross proceeds of $300,000. The issue costs relating to this placement totaled
$99,914.  Share issuance costs also include $9,710 relating to the
exercise of warrants and stock options.




The value
allocated to the common share purchase warrants was determined using the
Black-Scholes option pricing model with the following weighted average
assumptions:  dividend yield of $Nil, expected volatility of 107%,
risk free rate of 3.97% and expected life of 2 years.





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




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




2006




In July
2006, the Company closed a non-brokered private placement of units (“Units”),
subject to regulatory approval, which raised gross proceeds of
$866,904.  The Corporation issued 2,476,868 Units at $0.35 Canadian
($0.31 US) per Unit.  Each Unit consisted of one common share and
one-half of one common share purchase warrant.  The warrants are
exercisable at a price of $0.50 Canadian ($0.45 US) and will expire July 31,
2008.  The value allocated to the common share purchase warrants was
determined using the Black-Scholes option pricing model with the following
weighted average assumptions:  dividend yield of $Nil, expected
volatility of 139%, risk free rate of 3.98% and expected life of 2
years.




In
February 2006, the Company completed the closing of an expedited private
placement, raising gross proceeds of $636,461.  The private
placement consisted of the issuance of 3,535,897 Units at $0.18 per
Unit.  Each Unit consisted of one common share and one-half of one
common share purchase warrant.  The warrants issued were
1,767,954.  The additional 5 warrants issued is a rounding factor
attributed to shareholders proceeds being in excess of the actual value of
shares purchased. The warrants are exercisable at a price of $0.30 for the
first 12 months from the date of issuance hereof, and a price of $0.40 for the
next twelve months, and will expire February 1, 2008. The issue costs relating
to these placements totaled $118,407. The value allocated to the common share
purchase warrants was determined using the Black-Scholes option pricing model
with the following weighted average assumptions: dividend yield of $Nil,
expected volatility of 142%, risk free rate of 3.88% and expected life of 2
years.





Page
69


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)





7.   SHARE
CAPITAL (continued)




a)
            Share Capital
      (continued)





2006
(continued)





During
2006, the Company completed a software transfer agreement with companies
controlled by directors of the Company.  In exchange for the software,
the Company will issue 4,500,000 common shares and 2,000,000
warrants.  The 4,500,000 common shares to be issued is contingent on
the Company achieving certain milestones as follows:





a)
            upon
      the Company achieving $400,000 of cumulative gross revenue, 1/3 of the
      Common Shares (1,500,000 Common Shares) will be 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) will be 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) will be
      eligible to be issued.





A total
of 1,000,000 purchase warrants issued are exercisable at $0.50 per share for a
six month period commencing June 1, 2007, provided the Company achieves at least
$1.2 million of gross revenue for the preceding one year period.  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 one year period commencing June
1, 2007.  The fair value of the common shares to be issued and
warrants have been determined to be $1,575,000 and $316,479 respectively, with a
corresponding value of $1,891,479 attributed to software
development.





Escrowed
Shares




As at
October 31, 2007, 300,000 common shares were held in escrow.  The
release from escrow is based upon the passage of time.





Stock
Options





In
January 2007 the Company issued 1,825,000 stock options to directors, officers
and consultants of the Company exercisable at $0.30. The options will expire on
January 8, 2012. In June, 2007, the Company issued 200,000 stock options to a
consultant exercisable at $0.69 which expire on June 28, 2012.  In
August, 2007 the Company issued 130,000 stock options to consultants and
employees of the Company exercisable at $0.50 which expire August 28,
2012.




Page
70


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




7.   SHARE
CAPITAL (continued)




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




Year
            2007
            2006Number
      of
              options
            Weighted-
              Average
              Exercise
      Price
            Number
      of
              options
            Weighted-
              Average
              Exercise
      PriceOutstanding
      at beginning of period
            3,623,093
            $   0.17
            3,485,593
            $  0.16Granted
            2,155,000
            $   0.35
            360,000
            $  0.32Exercised
            (377,500)
            $   0.15Cancelled
      or expired
            
            
            (222,500)
            $  0.23Outstanding
      at end of period
            5,400,593
            $   0.25
            3,623,093
            $  0.17Exercisable
      at end of period
            4,150,593
            $   0.19
            3,353,093
            $  0.16








The
following table summarizes information on share options outstanding and
exercisable at October 31, 2007:








Exercise
      Price
            Number
              Outstanding
            Number
              Exercisable
            Weighted
      Average
              Remaining
      Contractual
              Life
      (years)$
      0.10
            1,435,000
            1,435,000
            1.10.155
            495,593
            495,593
            2.30.25
            980,000
            980,000
            3.30.315
            360,000
            270,000
            3.70.30
            1,800,000
            887,500
            4.20.69
            200,000
            50,000
            4.70.50
            130,000
            32,500
            4.85,400,593
            4,150,593





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








2007
            2006
            2005Weighted average
      grant date fair value per share option
            0.33
            0.32
            0.09Expected dividend
      rate
            0%
            0%
            0%Expected
      volatility
            142%
            138%
            145%Risk-free interest
      rate
            3.95%
            3.75%
            4.00%Expected life of
      options in years
            5 yrs.
            5
      yrs.
            5
    yrs.




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




Page
71


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




7.   SHARE
CAPITAL (continued)




Warrants




The
following table summarizes information on warrants outstanding at October 31,
2007:




Exercise
      Prices
            Number
              Outstanding
            Expiry
      Date$0.40
            1,614,065
            February
      1, 2008$0.50
            1,238,434
            July
      31, 2008$0.50
            2,000,000
            November
      30, 2008$0.50
            1,655,632
            December
      12, 20086,508,131




CONTRIBUTED
SURPLUS




The
increase in contributed surplus in 2007 is the result of $217,819 (2006 -
$57,404) stock based compensation expense, $11,633 (2006 - $58,274) relating to
expired and cancelled warrants, and  $23,342 (2006- NIL) to options
exercised.




8.
FUTURE INCOME TAXES




Income
tax expense differs from the amounts computed by applying the combined income
tax rates of 32.12% (2006- 32.87%) to loss before income taxes.  The
differences are as follows:




2007
            
            
            2006Computed
      tax recovery
            
            $
            (809,805
            )
            
            $
            (1,185,943
            )Deductible
      share issuance costs
            
            
            (7,042
            )
            
            
            (13,533
            )Non-deductible
      expenses
            
            
            75,094
            
            
            
            91,841Unrecognized
      losses
            
            
            741,753
            
            
            
            1,107,635$
            -
            
            
            $
            -







The tax
effect of significant temporary differences is as follows:




2007
            
            
            2006Operating
      loss carry-forwards
            
            $
            2,853,172
            
            
            $
            2,411,060Other
      temporary differences
            
            
            57,206
            
            
            
            37,703Future
      income tax assets before valuation allowance
            
            
            2,910,378
            
            
            
            2,448,763Valuation
      allowance
            
            
            (2,910,378
            )
            
            
            (2,448,763
            )Future
      income tax assets
            
            $
            -
            
            
            $
            -




Page
72


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




8.  FUTURE
INCOME TAXES (continued)




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 $8,838,721 carried
forward against future years' earnings otherwise subject to income
taxes.





The losses expire as
follows:


Loss
              carryforwards
              in
      the
              United
      States
            Loss
              carryforwards
              in
      Canada
            Total2008
            
            585,785
            585,7852009
            
            447,548
            447,5482010
            
            185,347
            185,3472014
            
            458,893
            458,8932015
            
            1,362,971
            1,362,9712026
            173,617
            3,335,533
            3,509,1502027
            318,554
            1,970,473
            2,289,027Total
            492,171
            8,346,550
            8,838,721




9.
            RELATED
      PARTY TRANSACTIONS






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




2007
            2006
            2005Management
      and consulting fees
            $
      167,806
            $      69,000
            $
      114,769Research
      and development
            262,958
            540,194
            600,376Software
      development
            ---
            1,891,479
            ---


Management
and consulting fees are paid to a director of the Company and a company
controlled by an officer.





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





Accounts
payable and accrued liabilities include $90,975 (2006 - $136,992) payable to
directors or officers of the Company or companies controlled by directors or
officers.





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




Page
73


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)


10.
            COMMITMENTS




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




Year
            Total2008
            $104,6572009
            $78,7682010
            $78,7682011
            $78,7682012
            $65,640




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.  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.  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 October 31,
      2008.






11.         FINANCIAL
INSTRUMENTS




Fair
Value




The
Company's financial instruments consist of cash and cash equivalents, short-term
investments, sundry receivable, 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.




Credit
Risk





It is
management's opinion that the Company is not exposed to credit risks arising
from these financial instruments.





Page
74


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




11.         FINANCIAL
INSTRUMENTS (continued)




Foreign
Currency Risk




The
Company is exposed to currency risk as a result of its operations in the United
States.  The Company does not use derivative financial instruments to
reduce its exposure to fluctuations in foreign exchange rates.




Interest
Rate Risk




The
Company is susceptible to interest rate price risk on its fixed interest
loans.




12.         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, the United States and the United
Kingdom.





13.
            SUBSEQUENT
      EVENTS





a)
            Subsequent
      to year ending October 31, 2007 the Company announced that it closed a
      non-brokered private placement of units (”Units”),  which raised
      just over $1.2 million. The Company will issue 3,036,234 Units at $0.40
      Canadian ($0.42 US) per Unit. Each Unit will consist of one (1) common
      share in the capital of Titan and one-half (1/2) of one common share
      purchase warrant (a “Warrant”).  Each whole Warrant will entitle
      the holder thereof to purchase one common share for a price of $0.60
      Canadian ($0.62 US) and will expire December 7, 2009. Subscription
      proceeds of $63,000 were received prior to October 31, 2007 (Note
      6).





b)
            On
      February 20, 2008, the Company announced it intends to proceed with a
      non-brokered private placement offering of up to 2,000,000 units at a
      price of $0.255 Canadian ($0.25 US) per unit for gross proceeds of up to
      $510,000 Canadian ($500,000 US).  Each unit will consist of one
      (1) common share in the capital of the Company and one-half (1⁄2) of one
      common share purchase warrant.  Each whole warrant will entitle
      the holder thereof to purchase one common share for a price of $0.35
      Canadian ($0.34 US) for a period of twenty four (24) months from
      closing.





14.
            LOSS
      PER COMMON SHARE





Loss per
common share is calculated using the weighted-average number of common shares
outstanding during the period, which was 35,838,813 (2006 – 27,306,799; 2005 –
18,397,266).




The
inclusion of the Company’s stock options and share purchase warrants in the
computation of diluted loss per common share would have an anti-dilutive effect
and is therefore excluded from the computation.  Consequently, diluted
loss per common share is not disclosed.




Page
75


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)







15.
            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:




Consolidated
statements of cash flows




Under
U.S. GAAP Cash and Cash Equivalents for the statements of cash flows does not
include bank indebtedness.  At the 2004-year end the Company had bank
indebtedness amounting $2,236 which would have been shown as a financing cash
flow under U.S. GAAP, resulting in the cash reconciled to at the end of 2004
being nil and not ($2,236) as disclosed in the Canadian financial
statements.




Warrants




Under
U.S. GAAP, Emerging Issues Task Force 00-19 and APB Opinion 14, the fair value
of warrants issued would be recorded as a reduction to the proceeds from the
issuance of common shares, with the offset to additional
paid-in-capital.  The warrants have been presented as a separate
component of shareholders’ equity for Canadian GAAP purposes.




Research
and development




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




New
Accounting Standards





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





SFAS
157




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
157”).  SFAS 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures regarding fair value
measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements.  SFAS 157 is effective for fiscal
years beginning after November 15, 2007.  The Company is currently
evaluating the impact SFAS 157 will have on its consolidated financial
statements.




Page
76


TITAN
TRADING ANALYTICS INC.
 (Continued
under the Laws of Alberta)
 “A
Development Stage Corporation”
 Notes
to Consolidated Financial Statements
 Years
ended October 31, 2007 and 2006
 (expressed
in Canadian dollars)




15.
            RECONCILIATION
      TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES
      (continued)




SFAS
159




In
February 2007, the FASB issued SFAS No 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits an entity to choose to measure
many financial instruments and certain other items at fair value.  The
Statement would be effective for financial statements issued for fiscal years
beginning after November 15, 2007.  The company is assessing the
impact this statement will have on its consolidated financial
statements.




FIN
48




In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes”.
This standard prescribes a recognition and measurement model for tax positions
taken or expected to be taken in a tax return, and provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. This standard is effective for fiscal years
beginning after December 15, 2006.  The company is assessing the
impact this statement will have on its consolidated financial
statements.




Page
77




ITEM 18:    FINANCIAL STATEMENTS




See “Item
17 – Financial Statements”




ITEM
19:    EXHIBITS




Exhibit
      No.
            
            Description1.1*
            
            Certificate of
      Incorporation of KBK No. 24 Ventures Ltd.1.2*
            
            Certificate of Change
      of Name of KBK No. 24 Ventures Ltd. to Titan Trading Analytics
      Inc.1.3***
            
            Articles of
      Continuance – Alberta Business Corporations Act4.1*
            
            Escrow Agreement dated
      January 5, 1996 among The Montreal Trust Company of Canada, Titan Trading
      Analytics Inc. and TTN Escrow Capital Corp.4.2**
            
            Licensing Agreement
      dated June 6, 2003 between Titan Trading Analytics Inc. and Cignal
      Technologies LLC4.3**
            
            Letter Agreement dated
      June 3, 2003 between Dr. Powell, Mr. Kreilein and Mr.
      Carrozza4.4*****
            
            Amended & Restated
      Software Transfers Agreement between Titan Trading Analytics Inc. and
      Philip Carrozza and Cignal Technologies, LLC and between Titan Trading
      Analytics Inc. and Michael Gossland8.1****
            
            List of
      Subsidiaries12.1
            
            Section 302
      Certification - Certification of the Chief Executive Officer and Chief
      Financial Officer of the Corporation pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 193413.1
            
            Section 906
      Certification - Certification of the Chief Executive Officer and Chief
      Financial Officer of the Corporation pursuant to Rule 13a-14(b) of the
      Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18
      of the United States Code




________________


*
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on June 30, 1999.


**
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 28, 2004.


***
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 17, 2005.


****
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 12, 2006.


*****
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 1, 2007.




SIGNATURES






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




TITAN
      TRADING ANALYTICS INC.Dated:
           April 25, 2008By:
            /s/
      Dr. Kenneth W. PowellDr.
      Kenneth W. Powell, President, Chief Executive Officer and Acting Chief
      Financial Officer




Page
78




EXHIBIT
INDEX




Exhibit
      No.
            
            Description1.1*
            
            Certificate of
      Incorporation of KBK No. 24 Ventures Ltd.1.2*
            
            Certificate of Change
      of Name of KBK No. 24 Ventures Ltd. to Titan Trading Analytics
      Inc.1.3***
            
            Articles of
      Continuance – Alberta Business Corporations Act4.1*
            
            Escrow Agreement dated
      January 5, 1996 among The Montreal Trust Company of Canada, Titan Trading
      Analytics Inc. and TTN Escrow Capital Corp.4.2**
            
            Licensing Agreement
      dated June 6, 2003 between Titan Trading Analytics Inc. and Cignal
      Technologies LLC4.3**
            
            Letter Agreement dated
      June 3, 2003 between Dr. Powell, Mr. Kreilein and Mr.
      Carrozza4.4*****
            
            Amended & Restated
      Software Transfers Agreement between Titan Trading Analytics Inc. and
      Philip Carrozza and Cignal Technologies, LLC and between Titan Trading
      Analytics Inc. and Michael Gossland8.1****
            
            List of
      Subsidiaries12.1
            
            Section 302
      Certification - Certification of the Chief Executive Officer and Chief
      Financial Officer of the Corporation pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 193413.1
            
            Section 906
      Certification - Certification of the Chief Executive Officer and Chief
      Financial Officer of the Corporation pursuant to Rule 13a-14(b) of the
      Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18
      of the United States Code




________________


*
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on June 30, 1999.


**
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May, 28, 2004.


***
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 17, 2005.


****
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 12, 2006.


*****
Incorporated by reference to our registration statement on Form 20-F filed with
the SEC on May 1, 2007.