---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended: October 31, 2011

OR

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

OR

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

For the transition period from _____________to
______________

Commission file number: 000-25289

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

Alberta, Canada(Jurisdiction of incorporation or
organization)

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

Irene Midgley, (780) 438-1239,
imidgley@titantrading.com120, 4445 Calgary Trail, Edmonton,
Alberta T6H 5R7(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person )

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

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

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

Common Shares, Without Par Value(Title of
Class)

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

None(Title of Class)

---

The number of common shares outstanding as of October 31, 2011:
112,724,278

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

Yes [  
]              
           No [X]

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

Yes [  
]              
           No [X]

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

Yes [X]                          No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the precedent 12 months (or for
such shorter period that the registrant was required to submit and post such
files)

Yes [  
]              
           No
[   ]

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

(Check one):

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

---

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

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

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

Item 17
[X]                         
 Item 18 [   ]

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

Yes [  
]              
           No [X]

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

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

Yes [  
]              
           No
[   ]

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TABLE OF CONTENTS

Titan Trading Analytics Inc.Form 20-F Annual
Report

Table of Contents

|ITEM
      1:  | IDENTITY OF DIRECTORS, SENIOR
      MANAGEMENT AND ADVISORS   | 6 
|-------------- | ------------------------------------------------------------- | --
|ITEM 2:        | OFFER STATISTICS AND EXPECTED TIMETABLE                       | 6 
|ITEM
      3:  | KEY INFORMATION                                               | 7 
|A.             | Selected
      Financial Data                                 | 7 
|B.             | Capitalization and Indebtedness                               | 8 
|C.             | Reasons for
      the Offer and Use of Proceeds               | 10
|D.             | Risk Factors                                                  | 10
|ITEM 4:        | INFORMATION ON THE COMPANY                                    | 14
|A.             | History and Development of the Company                        | 14
|B.             | Business
      Overview                                       | 15
|C.             | Organizational Structure                                      | 23
|D.             | Property,
      Plants and Equipment                          | 23
|ITEM
      4A: | UNRESOLVED STAFF COMMENTS                                     | 23
|ITEM 5:        | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                  | 23
|A.             | Operating Results                                             | 24
|B.             | Liquidity and
      Capital Resources                         | 24
|C.             | Research and Development, Patents and Licenses, etc.          | 26
|D.             | Trend
      Information                                       | 26
|E.             | Off-balance Sheet Arrangements                                | 26
|F.             | Tabular
      Disclosure of Contractual Obligations           | 26
|ITEM
      6:  | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES              | 27
|A.             | Directors and
      Senior Management                         | 27
|B.             | Compensation                                                  | 28
|C.             | Board
      Practices                                         | 31
|D.             | Employees                                                     | 34
|E.             | Share
      Ownership                                         | 35
|ITEM
      7:  | MAJOR SHAREHOLDERS AND RELATED
      PARTY TRANSACTIONS       | 37
|A.             | Major
      Shareholders                                      | 37
|B.             | Related Party Transactions                                    | 39
|C.             | Interests of
      Experts and Counsel                        | 40
|ITEM
      8:  | FINANCIAL INFORMATION                                         | 40
|A.             | Consolidated
      Statements and Other Financial Information | 40
|B.             | Significant Changes                                           | 40
|ITEM 9:        | THE OFFER AND LISTING                                         | 40
|A.             | Offer and Listing Details                                     | 40
|B.             | Plan of
      Distribution                                    | 42
|C.             | Markets                                                       | 42
|D.             | Selling
      Shareholders                                    | 42
|E.             | Dilution                                                      | 42
|F.             | Expenses of
      the Issue                                   | 42
|ITEM
      10: | ADDITIONAL INFORMATION                                        | 42
|A.             | Share Capital                                                 | 42
|B.             | Articles of Incorporation                                     | 42
|C.             | Material
      Contracts                                      | 43
|D.             | Exchange Controls                                             | 43
|E.             | Taxation                                                      | 44
|F.             | Dividends and Paying Agents                                   | 52
|G.             | Statement by
      Expert                                     | 52
|H.             | Documents on Display                                          | 52
|I.             | Subsidiary
      Information                                  | 52

4

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|ITEM 11:  | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                   | 52
|--------- | ---------------------------------------------------------------------------------- | --
|ITEM 12:  | DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY
      SECURITIES                      | 52
|          |                                                                                    |   
|PART II   |                                                                                    | 53
|ITEM 13:  | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                              | 53
|ITEM 14:  | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 53
|ITEM 15:  | CONTROLS AND PROCEDURES                                                            | 53
|A.        | Disclosure
      Controls and Procedures                                           | 53
|B.        | Management/Annual Report on Internal Controls over Financial
      Reporting       | 53
|C.        | Attestation
      Report of the Registered Public Accounting Firm                  | 54
|D.        | Changes in Internal Control Over Financial Reporting                               | 54
|ITEM 16A: | AUDIT COMMITTEE FINANCIAL EXPERT                                                   | 54
|ITEM 16B: | CODE OF ETHICS                                                                     | 54
|ITEM 16C: | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                             | 54
|ITEM 16D: | EXEMPTIONS FROM THE LISTING
      STANDARDS FOR AUDIT COMMITTEES .                 | 55
|ITEM 16E: | PURCHASES OF EQUITY SECURITIES BY AFFILIATED
      PURCHASERS                      | 55
|ITEM 16F: | CHANGE IN REGISTRANTS
      CERTIFYING ACCOUNTANT                                 | 55
|ITEM 16G: | CORPORATE GOVERNANCE                                                               | 55
|ITEM 16H: | MINE SAFETY DISCLOSURE                                                             | 55
|          |                                                                                    |   
|PART III  |                                                                                    | 57
|ITEM 17:  | FINANCIAL STATEMENTS                                                               | 57

NOTE REGARDING FORWARDLOOKING STATEMENTS

Certain statements in this document constitute forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended (the Securities Act), or 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, 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.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.

5

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CURRENCY AND EXCHANGE RATES

The following table sets out the exchange rates, based on the
noon buying rates of Bank of Canada for the conversion of Canadian dollars into
United States dollars in effect at the end of the following periods, and the
average exchange rates (based on the average of the exchange rates on the last
day of each month in such periods) and the range of high and low exchange rates
for such periods.

U.S. Dollars Per Canadian Dollar

Year Ended October 312011
    2010
    2009
    2008
    2007
    2006
    2005
    2004
    2003Average for Period
    1.0139
    0.9635
    0.860
    0.9690
    0.9811
    0.8831
    0.8213
    0.7634
    0.6880


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

U.S. Dollars Per Canadian Dollar

October
    
    
    November
    
    
    December
    
    
    January
    
    
    February
    
    
    March2011
    
    
    2011
    
    
    2011
    
    
    2012
    
    
    2012
    
    
    2012High for the Month
    
    1.0065
    
    
    0.9876
    
    
    0.9896
    
    
    1.0014
    
    
    1.0136
    
    
    1.0015Low for the Month
    
    0.9430
    
    
    0.9536
    
    
    0.9610
    
    
    0.9735
    
    
    0.9984
    
    
    0.9849


At December 31, 2008, the Federal Reserve Bank of New York
ceased publishing foreign exchange quotations. As of January 1, 2009, the
Company began using the closing rate for foreign exchange published by the Bank
of Canada. As of March 31, 2012, the closing exchange rate of Canadian dollars
into United States dollars published by the Bank of Canada was US 1.009 (US$1.00
= CDN$0.9991) .

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.

6

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ITEM 3:      KEY
INFORMATION

A.      Selected Financial
Data

The following tables set forth our financial data for our
fiscal years ended October 31, 2011 through 2007. We derived all figures from
our consolidated financial statements, which were audited by our independent
auditors. This information should be read in conjunction with our consolidated
financial statements included in this annual report.

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

OCT 31, 2011
    OCT 31, 2010
    OCT 31, 2009
    OCT 31, 2008
    OCT 31, 2007 (Restated)REVENUE
    -
    -
    -
    -
    -EXPENSES
    $2,956,234
    $2,977,117
    $3,529,427
    $3,081,814
    $2,587,613INTEREST/OTHER INCOME
    $ ---
    $ ---
    $678
    $5,829
    $7,975NET LOSS FOR YEAR CDN GAAP
    $2,956,234
    $2,977,117
    $3,528,749
    $3,075,985
    $2,579,638NET LOSS FOR YEAR US GAAP
    $2,970,444
    $2,976,044
    $3,509,749
    $3,075,985
    $2,579,638NET LOSS PER SHARE CDN GAAP
    ($0.03)
    ($0.05)
    ($0.07)
    ($0.07)
    ($0.07)NET LOSS PER SHARE, BASIC AND DILUTED, US
      GAAP
    ($0.03)
    ($0.05)
    ($0.07)
    ($0.07)
    ($0.07)NET WORKING CAPITAL
    $705,122
    $127,469
    ($241,862)
    ($199,946)
    ($434,823)TOTAL ASSETS CDN GAAP
    $1,758,629
    $1,165,093
    $869,397
    $1,528,919
    $431,402TOTAL ASSETS US GAAP
    $1,940,429
    $1,367,093
    $869,397
    $1,528,919
    $431,402NET ASSETS CDN GAAP
    $1,331,965
    $614,928
    $291,896
    $839,586
    ($252,053)CAPITAL STOCK
    $18,234,001
    $15,845,770
    $13,591,954
    $11,707,655
    $8,795,045SHARES OUTSTANDING
    112,724,278
    83,019,028
    58,317,878
    49,214,345
    37,813,699LONG-TERM OBLIGATIONS
    NIL
    $360,083
    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.

7

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B.      Capitalization and
Indebtedness

On August 27, 2010, the Company issued $294,000 in convertible
debentures. The debentures will mature on August 26, 2012 and bear interest of
12% per annum. The maturity date could have been reduced to August 26, 2011, at
the option of the holder. The debentures will be convertible into units at a
deemed price of $0.15 per unit on or before the maturity date. Each unit
consists of one common share and one share purchase warrant that is exercisable
at a price of $0.30 for up to six months from the date of conversion. The
debentures have an early conversion right whereby if the average trading price
per share is greater than or equal to $0.40 for a period of 20 consecutive
trading days, the Company shall have the right to convert the debentures at the
conversion price at any time prior to the maturity date. The debentures have
been bifurcated into the debt and equity components as follows:

|                                                            |   | 2011    |   |   | 2010    |  
|----------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                            |   |         |   |   |         |  
|Face value of convertible debentures                        | $ | 294,000 |   | $ | 294,000 |  
|Portion of
      convertible debentures allocated to equity |   | (11,564 | ) |   | (11,564 | )
|                                                            |   | 282,436 |   |   | 282,436 |  
|Interest expense                                            |   | 1,073   |   |   | 1,073   |  
|                                                            |   |         |   |   |         |  
|Balance October
      31, 2010                              | $ | 283,509 |   | $ | 283,509 |  
|Accretion interest expense                                  |   | 5,990   |   |   |         |  
|                                                            |   |         |   |   |         |  
|Balance October 31, 2011                                    | $ | 289,499 |   |   |         |  

8

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CAPITALIZATION AND INDEBTEDNESS

Titans capitalization as of October 31, 2011, consisted of
$1,331,965 in equity. Titan believes that the capitalization as of October 31,
2011 represents an adequate capital structure.

The table below shows a statement of capitalization and
indebtedness as of October 31, 2011.

|Capitalization as
      at October 31, 2011 |             
|------------------------------------------- | ------------
|                                            |             
|Total Current Debt (A)                      | 289,499     
|Convertible debentures                      | 289,499     
|                                            |             
|Total Non-Current Debt (B)                  | ---         
|                                            |             
|Shareholders Equity (C)                    | 1,331,965   
|Share Capital                               | 18,234,001  
|Warrants                                    | 2,413,884   
|Contributed Surplus                         | 3,746,747   
|Convertible debentures  equity component   | 11,564      
|Deficit                                     | (23,074,231)
|                                            |             
|Total capitalization (A+B+C)                | 1,621,464   
|                                            |             
|Indebtedness as at October 31, 2011         |             
|                                            |             
|Liquidity (A)                               | 1,072,763   
|Cash at bank and hand                       | 511,761     
|Short-term investment                       | 561,002     
|                                            |             
|Current other receivables (B)               | 6,749       
|Other accounts receivable                   | 6,749       
|                                            |             
|Current financial debt (C)                  | (373,070)   
|Current trade and other payables            | (83,571)    
|Convertible debentures                      | (289,499)   
|                                            |             
|Net current financial indebtedness (A+B-C)  | 706,442     
|                                            |             
|Non-current financial indebtedness (D)      | ---         
|Convertible debentures                      | ---         
|                                            |             
|Net financial indebtedness (A+B-C-D)        | 706,442     

9

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C.      Reasons for the Offer and
Use of Proceeds

Not applicable

D.      Risk Factors

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

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

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

We were incorporated on November 30, 1993, commenced operations
in May 1994 and have yet to establish profitable business operations. To date,
we have been largely engaged in product research and development and
establishing a marketing strategy. Our accumulated deficit through October 31,
2011 is $23,074,231. 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, 2011, we had $511,761 of cash, $561,002 of
short-term investments and receivables totaling $6,749.

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 or
cease 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.

10

---

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 44.28% of our outstanding common shares as of April 28, 2012. These shareholders are able to exercise significant influence over matters requiring
shareholder approval, including the election of directors and the approval of mergers, consolidations and sales of our assets. This fact may prevent or discourage tender offers for our common shares.

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

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

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

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

Our products and services face significant competition in the marketplace.

A number of our competitors , including, without limitation, Quantative Alpha Trading in Toronto, Canada and Conner and Co. in NJ, USA, have substantially greater financial, technical and marketing resources. In addition, the market for our software
products continues to develop, and additional competitors with substantially greater financial, technical and marketing resources may enter the market and competition may intensify. Current or future competitors may develop software products that
are superior to our software products or achieve greater market acceptance.

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

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

We operate in a highly competitive market.

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

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

11

---

We depend on key personnel.

We depend on key personnel whose loss of service would have an adverse effect. We depend on our Chief Technology Officer, Mr. Gossland, and our President, CEO and CFO of Titan Trading Analytics Inc., John Coulter, for the success of our intended
business plan. The loss of their services would have a materially adverse effect upon our future operating profits and prospects. The Company does not maintain key-man insurance on either Mr. Gossland or Mr. Coulter.

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

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

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

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

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

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

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

During the 2011 fiscal year, the closing price of our common shares as traded on the TSX Venture Exchange ranged from $0.06 to $0.18.

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

We may be subject to product liability claims.

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

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

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

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

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

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

We believe that we qualify as a passive foreign investment
company (PFIC) for the fiscal year ended October 31, 2011 and may qualify as a
PFIC in the future with respect to our U.S. shareholders because our only source
of income is interest, a passive source of income under the PFIC rules.

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

ITEM 4:      INFORMATION ON THE
COMPANY

A.      History and Development of
the Company

We were incorporated and validly exist as a corporation under a
former Companies Act, as that term is defined in the Business Corporations
Act(British Columbia), on November 30, 1993 under the name KBK No. 24
Ventures Ltd. We changed our name to Titan Trading Analytics Inc. by filing
of an amendment to our Articles of Incorporation on November 14, 1994. The
Company began trading publicly on July 24, 1996. We continued the Company under
the Business Corporations Act (Alberta) on April 26, 2005. Our registered
and records office is located at 10-24213-TWP RD. 554, Sturgeon County, Alberta
T8T 1X9. Our telephone number is 780-438-1239.

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

We have an additional wholly owned subsidiary, Titan Trading GP
Inc. (Titan GP), a corporation established under the laws of Alberta, which is
the general partner for Titan Trading Limited Partnership 2 (TTLP2) a limited
partnership formed on January 18, 2006 under the laws of Alberta. Titan GP
andTTLP2 were created to manage a trading fund using our Titan TickAnalyst
software and the N1 Expert System software. This activity is not being pursued
by the Company at the present time. To date, these subsidiaries are non-active
and no revenue nor expenses have been recorded. In addition, neither subsidiary
owns any assets.

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Further, we have two U.S. based wholly owned subsidiaries,
Titan Trading USA, LLC (Titan USA), which is a Delaware limited liability
company qualified to do business in New York and Florida, and Titan Holdings
USA, LLC (Titan Holdings), which is a Florida limited liability company.
During fiscal year ending October 31, 2011, there was no activity in Titan
Trading USA, LLC. The Company carries the computer assets for the US operations.
Titan Holdings USA, LLC is the active operations for US personnel and expenses.
All expenses are consolidated and filed with Titan Trading Analytics Inc.s
financal statements.

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:

2011
    2010
    2009Purchase (sale) of property and equipment
    $               
      ---
    $                  
      ---
    $                
      47,179Purchase of Technology Rights
    $               
      ---
    $          398,000
    $                       
      ---


There are no principal capital expenditures currently in
progress or anticipated.

There are no divestitures currently in progress.

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

B.      Business Overview

Our company name became Titan Trading Analytics Inc. when we
filed an amendment to our Articles of Incorporation on November 14, 1994. Our
registered and records office is located at 10-24213 TWP RD. 554, Sturgeon
County, Alberta. The telephone number of that office is 780-438-1239.

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

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

The Company continues to expend all of its efforts developing
the TickAnalyst software and the operational infrastructure required for
full-time commercial use. The Company has yet to establish profitable business
operations and has only been commercially available for production use since
September of 2011.

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

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

The Company has focused its attention on development of complex
event processing software trading technology over the last several years. The
target market for the business is institutional, high net worth individual
investors and trading firms seeking a better than average return on investment
and trading returns in their portfolios. The immediate market is primarily in
Canada and the United States. The Company plans to enter into non-exclusive
agreements with institutions, trading firms and/or high net-worth individuals to
utilize the software for trading and share the profits with those parties, or at
a later stage, to license the software as a service directly to such parties
under terms. Competitors include many other firms that offer trading systems.
Titan believes that few of these competitors incorporate a multi-time frame
analysis the way Titan does and none would deliver signals generated by the same
algorithm.

The Company is not affected by seasonality in its business, and
is not dependent on any raw materials.

Principal Products, Services and Markets

TopViewSuite is a group of software applications, operated by
Titan employees on behalf of contracted third parties committing their own
trading capital

|1. | Trade Recommendation Engine (TRE), also known internally
      as the blackbox, used to generate trading signals.
|-- | -----------------------------------------------------------------------------------------------------------------
|2. | TOMS, Titans order management software, used to execute
      and manage trades.                                
|3. | TopView and TopViewClient, used to distribute the
      real-time and historical trading signals.                
|4. | Several back end data management tools, with internal
      names to manage data.                                

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

These parts, when assembled with other third party components,
form a complete automated trading system capable of transforming real-time
market data into executed trading orders. The trading system controls the
trading decisions while monitoring the data arriving from the real-time data
feed and looks for the pre-defined patterns of movement in price, volume, and
time. When a particular pattern is found, a trading signal is generated.

The automatic order execution software is responsible for
processing the trading signals and turning them into online trading orders. The
orders are sent over the internet to the RediPlus, or Interactive Brokers trade
execution engines. The software can operate in simulation mode, where no orders
are actually placed; in semi-automatic mode, where orders require a manual
confirmation step, or in fully automatic mode, orders are executed with little
operator intervention.

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GreyBox Trading

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

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

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

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

BlackBox Trading

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

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

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

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

Titan External Trading Tools for other institutional and
retail traders

In September, 2010, Titan migrated the best of breed of its
TopView products to a hosted web based delivery mechanism known as TickAnalyst.
Titan retained the Trade Recommendation Engine at the heart of the system and
replaced the TopView-TopViewClient communications components with a
browser-based client solution. It also replaced the TOM order execution software
with a broker-neutral FIX engine. The TickAnalyst platform combines tightly
integrated proprietary components, including the Trade Recommendation Engine (a
CEP engine), a largescale tick database, a direct market access (DMA) system,
and FIX integration.

The signals are now delivered quickly and easily to any
traders desktop via a browser-based application that is complementary to any
institutional trading system. Titan manages and hosts the technology
infrastructure at a neutral co-location data center. Trade signals received in
Titans TickAnalyst application will be electronically traded by any FIX-based
EMS or OMS. The trade signals can also be integrated into most third party
charting packages.

TickAnalyst incorporates over twenty trading models that have
been shown to be effective analytical tools in a variety of market conditions,
based on trending models for directional trending markets and mean reversion
models for volatile sideways markets.

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The software is a product of years of research and development and incorporates Titan’s suite of proprietary mathematical pattern recognition algorithms that factor in human emotional elements. The software continues to be trained to recognize
complex patterns through tens of thousands of iterations in Titan’s Trade Recommendation EngineTM (TRE). This pattern recognition ability allows the software to generate buy and sell signals on stocks, ETFs, futures and currencies.

Recent Milestones

January 9, 2012 - Penton’s Registered Rep, the source for financial advisors and wealth managers, announced two new offerings on www.registeredrep.com to help advisors make investment decisions using social behavioral research. The
tools were exclusively developed by Titan. This will be the first time that Registered Rep and Titan have collaborated to create a financial information and investment tool.

December 6, 2011 - A2 Capital Selects Titan TickAnalyst for Research and Semi-Automated Trading.  The Company has entered into a license agreement with A2 Capital Management, an alternative asset management firm in Calgary, Alberta which
specializes in US and Canadian Equities and Equity Options. A2 is a King/Short Fund which was looking to incorporate more quantitative strategies into their investment approach.

October 24, 2011 - MB Trading Adds Titan Social Behavioral Research to Partner Program. Titan announced an agreement with MB Trading for use of TickAnalystTM, proprietary social behavioral research from Titan. Titan is to provide
valuable trade signals and behavioral research on North American stocks. TickAnalystTM hosts a massive financial database comprised of 10 years of price, volume and volatility data along with daily social media stock data, and quantifies and
qualifies stocks using a series of 14 proprietary algorithms. The service streams out trade signals on individual stocks as well as Finance 2.0 research reports which mash up web analytics, social media sentiment and quantitative research on all
major industry sectors of the S&P 500.

October 4, 2011 - Titan Trading Analytics Retains Macam Investor Relations Titan advised that it has entered into a consulting agreement with Macam Investor Relations ("Macam IR") to provide investor relation services, subject to regulatory
and TSX Venture Exchange ("TSXV") approval. Macam IR is to initiate and maintain contact with the financial community, shareholders, investors and other stakeholders for the purpose of increasing awareness of Titan Trading and its activities.

The initial term of the agreement between Titan Trading and Macam IR is for a one year period subject to renewal or earlier termination by either party subject to the terms of the agreement. Macam IR will receive a monthly fee of $4,200. In
addition, subject to regulatory approval, Macam IR will be granted 1,400,000 options at an exercise price of $0.16. The stock options will fully vest over the next 12 months and will expire two years from the date of issuance.

June 28, 2011, - The Company announced a reseller agreement with PWM Capital, an independent Canadian full service investment dealer.

A member of the Investment Industry Regulatory Organization of Canada (IIROC), and the Canadian Investor Protection Fund (CIPF), PWM Capital is a leader in wealth management, trading strategy and execution and a financial intermediary in the Quebec
Immigrant Investor Program. PWM has relationships with world class financial service providers. This ensures clients receive the best independent advice and leading edge products and services available in the market.

TickAnalyst provides automated trade recommendations made available via 14 trading models that have been shown to be effective analytical tools in all market conditions, including counter-trend and mean reversion models for volatile sideways markets
and trending models for directional trending markets. The software is a product of years of research and development and incorporates Titan's suite of proprietary mathematical pattern recognition algorithms that factor in dozens of human emotional
elements, ranging from euphoria to panic. Titan’s Behavioral Research Dashboards aggregate social and behavioral data with quantitative price data into a compelling and understandable digital user interface. Titan’s research content is a
convergence of important and critical technical, social and behavioral data related to a sector, theme, or stock. By creating a smarter narrative with both a qualitative and a quantitative element, a Web 2.0 approach to independent research is
achieved.

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June 10, 2011—The Company announced that Cornwall Investments LLC is taking a 13% ownership stake in the Company, subject to TSX approval. Cornwall makes investments in both public and private entities that are primarily involved in the
hedge fund support and commodities industries although it is not limited to such.

The investment in Titan was initiated by Cornwall’s Managing Director Robert Aaron, who is also CEO of Gilwern Associates, a hedge fund consulting firm. He serves as Vice Chairman of HedgeServ, a hedge fund administrator and Investor
Analytics, a firm that offers a risk solution to the alternatives industry. Previously Mr. Aaron was Chief Executive Officer of DPM Mellon LLC, a diversified hedge fund administrator he founded in 1994.

June 2, 2011 - The Company entered into a new alliance with the Georgia Institute of Technology Georgia Tech) Master of Science Degree program in Quantitative and Computational Finance (QCF). The alliance gives Georgia Tech QCF students
access to Titan’s trade signal database which is derived from price and volatility data, machine readable news and social media sentiment, which Titan uses to provide market professionals with high probability behavioral trade
recommendations.

Titan’s core product (TickAnalyst) provides a tradable research solution combining multi-layered trading technology with proprietary automated models and risk management tools for institutions. Its highly sophisticated architecture is designed
to perform thousands of decisions per second, isolating specific “rare market events” that result in a high probability of profitable success when the optimum conditions align.

Titan’s data center is managed by Cirracore via the “Platform Equinix” private cloud in downtown Atlanta. The power of the cloud enables Titan to monitor real-time data and simultaneously sift though terabytes of historical data to
generate behavioral trade recommendations. Cirracore employs best practices in security and monitoring to ensure the highest level of protection for Titan and its customers.

April 26, 2011 - The Company announced that it has entered into a revenue-sharing agreement with Penson Financial Services, Inc. (PFSI), the US securities clearing unit of Penson Worldwide, Inc. (NASDAQ: PNSN) to offer Titan’s trade
recommendations to PFSI’s retail and institutional correspondent brokerage firms.

TickAnalyst’s proprietary algorithms analyze historical equities tick data, combined with social media sentiment, to generate buy/sell recommendations. Recommendations can be streamed via PFSI’s API or Titan’s browser application.
Orders can be electronically executed through PFSI’s FIX Gateway.

February, 2011 – The Company migrated all essential operating equipment to a Private Cloud facility in Atlanta, GA, enabling the Company to quadruple its processing power for research, development and production services.

February, 2011- UNX Catalyst® Boosts Marketplace Offering with New Behavioral Trading Technology From Titan Trading Analytics Sophisticated pattern-recognition algorithms generate buy and sell signals to give traders an edge when human
emotion drives markets.

Traders know that such emotions as greed, fear and irrational exuberance can often influence trading prices and market direction.  Now they can act ahead of the herd, thanks to an integrated offering from innovative trading technology provider UNX
LLC (www.unx.com) and software developer Titan Trading Analytics (TSX Venture: TTA, OTC Bulletin Board :TITAF).

The firms have developed a plug-in that streams behavioral research and trade strategies from Titan's TickAnalystTM system into the Catalyst platform.  Based on the science of behavioral finance, TickAnalyst's proprietary pattern recognition
algorithms factor in emotions ranging from euphoria to confidence to panic.  The models were developed and extensively back-tested using ten years of historical equities tick data, machine-readable news and social media sentiment.

The TickAnalyst system simultaneously runs all models through its complex event processing (CEP) engines to "sense" certain market behavior and generate trade signals before herd mentality takes over. Traders often receive higher-probability trade
ideas hours—or even days—ahead of market correction.

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The Catalyst integration also allows traders to immediately act on buy and sell recommendations by placing orders from the independent, broker-neutral Catalyst EMS (Execution Management System).

Titan was able to initiate development of the plug-in application using UNX's advanced Software Development Kit (SDK), according to Titan President and CEO John Coulter.

UNX recently announced the integration of data and research services into Catalyst from International Class Actions Management (ICAM) to help traders limit exposure to risk.  The plug-in access to ICAM's global database of securities class actions,
bankruptcies and government disgorgements was also developed using UNX's SDK.

Available to clients, broker-dealers, exchanges and third-party application vendors to develop applications or add-ins for use in Catalyst, the UNX SDK includes multiple open APIs that provide access to thousands of callable functions and support a
broad range of programming languages. Users can quickly add functionality, update their offerings and integrate applications without having to involve the UNX development staff and incur additional development costs.

February, 2011 – the Company announced that it has incorporated 12 years of historical and intraday textual sentiment data from behavioral finance pioneers MarketPsych LLC of Santa Monica, California. MarketPsych LLC is a leader in
behavioral finance research and consulting, integrating the competitive advantages derived from behavioral economics into products and trainings for the worlds' largest investment banks and brokerages. Over the past seven years the MarketPsych team
developed proprietary text analysis software that identifies and quantifies economically predictive sentiments such as optimism and pessimism, tones such as uncertainty and urgency, and topics such as management changes and debt defaults from social
media, blogs, financial news, and executive interviews. After quantifying this information the data feed distributes the raw data and graphical tools to analysts, fund managers, and news services who want to understand the deep forces that move
markets.

The MarketPsych Data Feed provides intraday updates gathered from earnings call transcripts, chats forums, and social media sites. MarketPsych’s innovative software engine aggregates sentiment, topic and tone from millions of online
conversations and normalizes the data for quantitative research applications.  The feed currently includes ticker-specific data on over 6,000 U.S. equities symbols updated on an hourly basis, and the historical database includes over 12 years of
textual sentiment data.

January, 2011 – The Company, a hosted provider of behavioral research and trading strategies announced today that it has incorporated 10 years of tick data for all components of the S&P/ Toronto Stock Exchange Composite Index into
its Trade Recommendation EngineTM.

Titan’s research combines ten years of historical equities tick data, machine readable news sentiment and proprietary behavioral sentiment which are run through a dozen unique trading strategies. Trade recommendations are streamed into
Titan’s browser-based TickAnalystTM application or through an API for third party systems. Titan also provides trade recommendations on all constituents of the S&P 500 and Russell 2000 Indices.

October, 2010 - The Company announced the availability of its TickAnalyst
Automated Behavioral Trading software-as-a-service offering.

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Company Personnel

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

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

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

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

In September 2010, the Company hired John J. Coulter, a management consultant with 20 years of experience in the financial trading software industry to provide management with direction and advice on product development and marketing. Mr. Coulter
accepted the role of President & CEO in September 2010.

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

In December, 2010, Mr. James Leman joined the Board of Directors and Chairman of Titan’s Audit Committee. Mr. Leman served as Managing Director of Global Electronic Trading during a 22 year career at Citigroup as well as head of Electronic
Trading at HSBC Securities and as President of SunGard’s BRASS trading system.  Mr. Leman holds an MBA in Business Administration from Fordham University 1975 and as MS in Accounting from St., Peter’s College in New Jersey where he also
serves on their Board of Regents

In January, 2011, the entire engineering team in Edmonton, Alberta, was replaced by a team of 3 consultants in Mumbai, India with institutional trading system experience. As of March 2012, that team consists of 5 individuals.

In June, 2011, the Company hired a full time sales director, Gary Conley, who had previously been a sales trader for the past 15 years.

Marketing and Sales

In conjunction with Mr. Coulter’s hiring, the Company has developed a comprehensive business and marketing plan covering operations to the end of the year and beyond. TickAnalyst was formally launched on September 1, 2011.

Intellectual Property Rights

As at October 31, 2011, all pre-existing Software Transfer Agreements between the Company and Mssrs Philip Carrozza and Michael Gossland expired and were dissolved.

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

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

Status of New Products or Services

Titan is constantly refining its trading software to maintain its integrity and marketability. As a result, we will be continuing to incur development costs.

Competition

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

The financial services market, however, is intensely competitive and characterized by the frequent entry of new competitors and introductions of new software programs, features and technical innovations. Numerous competitors are already established
in this marketplace including without limitation Quantative Alpha Trading in Toronto, Canada and Connors Group in NJ, USA. There can be no assurance that we will be successful in our efforts, or, if successful, that we will have the resources to
sustain any early growth or market penetration we may achieve.

There are large numbers of established financial trading and trading software companies, including without limitation, Flextrade and Portware. Many are larger than us, have longer operating histories, more established track records, greater name
recognition, a larger installed base of customers, and greater financial, technical, sales, marketing and other resources. Moreover, if we achieve significant success in penetrating the financial software market, financially stronger companies may
seek to enter this market and compete for market share.

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

Government Regulation

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

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

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

22

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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 5 last fiscal years of 2006 through 2011. Our
records do not permit us to include a breakdown of total revenues by category of
activity and geographic market for any of these fiscal years. Based upon the
information available to us, we believe that most of our customers were located
in the United States during these fiscal years.

C.      Organizational
Structure

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

D.      Property, Plants and
Equipment

We utilize about 1,964 square feet of office space in Atlanta,
Georgia. We have rent obligations of approximately $3,900 per month. With the
exception of computer equipment located in Edmonton, Alberta, Nanaimo, British
Columbia, Atlanta, Georgia and the U.K., we currently do not have any property,
plant or equipment located elsewhere.

ITEM 4A:     UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5:       OPERATING AND
FINANCIAL REVIEW AND PROSPECTS

The following should be read in conjunction with our audited
consolidated financial statements and related notes accompanying this annual
report. They have been prepared in accordance with Canadian generally accepted
accounting principles. Reference should be made to Note 16 to our audited
consolidated 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 Canadian 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, rates and estimated useful
life of intangible assets, technology rights and capital assets, fair value of
financial instruments, provisions for contingent liabilities, valuation
allowance for future tax assets, determining the fair value of stock-based
compensation and the valuation of warrants and equity component of convertible
debentures 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.

23

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Research and Development Costs

Research costs are expensed when incurred. Development costs are expensed when incurred prior to the establishment of technical feasibility. Subsequent to the establishment of technical feasibility, the costs associated with the development of a
commercial product for which adequate resources exist to market the product are capitalized as software and systems development. Capitalization of development costs ceases when the product is available for general release to customers.  There were
no development costs capitalized during the year ended October 31, 2011.

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

Stock-based Compensation Plan

The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date
of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are
granted if they are fully vested and non-forfeitable. For directors, employees and non-employees, the fair value of the options is accrued and charged to operations, with the offset credit to contributed surplus, over the vesting period. If and when
the stock options are exercised, the applicable amounts from contributed surplus are transferred to share capital.

A.      Operating Results

Fiscal Year Ended October 31, 2011 Compared to Fiscal Year Ended October 31, 2010

We incurred a net loss of $2,956,234 for the twelve-month period ended October 31, 2011, as compared to a net loss of $2,977,117 for the comparative period of 2010.

Professional fees for the year ended October 31, 2011 were $95,116, as compared to $66,190 for the same period ended October 31, 2010.

Other than as described herein, the Company did not experience any large fluctuations from quarter to quarter during 2011. The net loss for the fourth quarter of fiscal year 2011 was $1,188,673, as compared to $1,028,725 for the same period
in fiscal 2010. The net loss of $2,956,234 (2010 - $2,977,117) ended October 31, 2011 consisted of: research and development fees of $634,965 (2010- $873,215), general and administration (including stock option expense) of
$2,044,856 (2010 - $1,903,159), amortization of property and equipment of $164,891 (2010 - $177,575), amortization of technology rights of $39,800 (2010 – $NIL) and bank charges and interest (including convertible
debenture interest) of $46,972 (2010 - $28,455). The year also reflects a prior years’ GST assessment refund of $167,671 which was netted against general and administrative expenses for the year.

B.      Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares and convertible debentures. We expect to finance operations through the sale of common shares in the foreseeable future. There is no
assurance that we will be successful in arranging financing on acceptable terms or at all. Management has reviewed all expense categories and expects to decrease the monthly cash outflow down to approximately $100,000 per month. This will be
achieved by decreasing the R&D through a decrease in salary and consulting fees.  The Edmonton office lease expires in August, 2012 and is presently sub-let, decreasing the overhead by approximately $14,000 per month.

24

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As at October 31, 2011, we had $511,761 cash, receivables of $6,749, and short-term investments of $561,002 as compared to $209,736 cash , receivables of $10,088 and short-term investments of $60,000 at our prior fiscal year
end. Short-term investments consist of a $500,000 variable rate guaranteed investment certificate bearing interest at prime less 1.95%, maturing August 24, 2012, and a $60,000 (2010 - $60,000) guaranteed investment certificate bearing
interest at prime less 2.05%, maturing August 31, 2012. The $60,000 investment is collateral for a letter of credit, which has been issued by the Company for their leased premises.

Equity Placements for the Fiscal Year Ended October 31, 2011

During 2011, the Company completed two private placements of common shares, as described below:

On December 3, 2010, the Company closed a non-brokered private placement of units for gross proceeds of $1,022,125. The Company issued 10,221,250 units at $0.10 per unit. Each unit consists of one common share and one-half of one common
share purchase warrant. Each whole warrant is exercisable into one common share at a price of $0.30 expiring December 3, 2012. Of the total proceeds, $893,568 and $128,557 have been allocated to common shares and warrants, respectively,
using the relative fair value method.  The Company paid a total of $88,250 in finder’s fees and incurred other share issue costs of $6,206.

On June 10, 2011, the Company closed a non-brokered private placement of units for gross proceeds of $1,948,400. The Company issued 19,484,000 units at $0.10 per unit. Each unit consists of one common share and one common share purchase
warrant. Each warrant is exercisable into one common share at a price of $0.33 expiring June 10, 2013. Of the total proceeds, $1,618,472 and $329,928 have been allocated to common shares and warrants, respectively, using the relative
fair value method. The Company paid a total of $38,640 in finder’s fees and incurred other share issue costs of $10,998.

Equity Placements for the Fiscal Year Ended October 31, 2010

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

On May 27, 2010, the Company closed a non-brokered private placement of units for gross proceeds of $902,250. The Company issued 4,511,250 units at $0.20 per unit. Each unit consists of one common share and one common share purchase warrant.
Each whole warrant is exercisable into one common share at a price of $0.30 expiring May 27, 2012. Of the gross proceeds, $661,370 and $240,880 have been allocated to common shares and warrants, respectively, using the relative fair
value method. The Company paid a total of $4,000 in finder’s fees and incurred other share issue costs of $6,067.

On October 12, 2010, the Company closed a non-brokered private placement of units, for gross proceeds of $1,982,450. The Company issued 19,824,500 units at $0.10 per unit. Each unit consists of one common share and one warrant. Each whole
warrant is exercisable into one common share at a price of $0.30 expiring October 12, 2012. Of the gross proceeds, $1,600,389 and $382,061 have been allocated to common shares and warrants, respectively, using the relative fair value
method. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month restricted period, which expired February 12, 2011. The Company paid a total of $14,500 in
finder’s fees to arm’s length parties and incurred other share issue costs of $11,630.

On October 20, 2010, the Company closed a non-brokered private placement of units, which raised $45,000. The Company will issue 450,000 units at $0.10 per unit. Each unit consists of one common share and one warrant. Each whole warrant is
exercisable into one common share at a price of $0.30 expiring October 12, 2012. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month restricted period,
which expired February 20, 2011. Of the gross proceeds, $35,063 and $9,937 have been allocated to common shares and warrants, respectively, using the relative fair value method. The Company paid $1,089 in share issue costs.

During 2010 and 2011, no options were exercised.

25

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

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

|                                  |   | 2011    |  |   | 2010    |  |   | 2009      | 
|--------------------------------- | - | ------- |  | - | ------- |  | - | --------- | 
|Research and Development Expenses | $ | 634,965 |  | $ | 873,215 |  | $ | 1,078,379 | 

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 5E.

F.      Tabular Disclosure of
Contractual Obligations

Convertible Debenture

On August 27, 2010, the Company issued $294,000 in convertible
debentures. The debentures will mature on August 26, 2012 and bear interest of
12% per annum. The maturity date could have been reduced to August 26, 2011 at
the option of the holder. The debentures will be convertible into units at a
deemed price of $0.15 per unit on or before the maturity date. Each unit
consists of one common share and one share purchase warrant that is exercisable
at a price of $0.30 for up to six months from the date of conversion. The
debentures have an early conversion right whereby if the average trading price
per share is greater than or equal to $0.40 for a period of 20 consecutive
trading days, the Company shall have the right to convert the debentures at the
conversion price at any time prior to the maturity date. The debentures have
been bifurcated into the debt and equity components as follows:

|                                                            |   | 2011    |   |   | 2010    |  
|----------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                            |   |         |   |   |         |  
|                                                            |   |         |   |   |         |  
|Face value of convertible debentures                        | $ | 294,000 |   | $ | 294,000 |  
|Portion of
      convertible debentures allocated to equity |   | (11,564 | ) |   | (11,564 | )
|                                                            |   | 282,436 |   |   | 282,436 |  
|Interest expense                                            |   | 7,063   |   |   | 1,073   |  
|                                                            |   |         |   |   |         |  
|                                                            |   |         |   |   |         |  
|                                                            | $ | 289,499 |   | $ | 283,509 |  

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

The present value of the contractual obligation of the
convertible debentures as at October 31, 2011 is $265,000 and is calculated
using the effective interest rate of 15%.

26

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ITEM 6:      DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES

A.      Directors and Senior
Management

As of March 31, 2012, our directors were as follows:

Name of Director
    AgeJohn Coulter
    45Dr. Kenneth Powell
    66Michael Gossland
    57Philip S. Carrozza
    50Dr. Harold Elke
    57James Leman
    66


As of March 31, 2012, our executive officers were as
follows:

|Executive Officers | Age | Office                                                                      
|------------------ | --- | ----------------------------------------------------------------------------
|John Coulter       | 45  | President & Chief Executive
      Officer and Acting Chief Financial Officer
|                   |     |                                                                             
|Michael Gossland   | 57  | Secretary and Chief Technology
      Officer                                

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

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

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

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

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

27

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

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

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

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, 2011. With the exception of John Coulter, the company
does not have any further consulting/employment agreements.

During the year ended October 31, 2011, John Coulter, President
and CEO received salary/compensation in the amount of US$165,000. We are
required, under applicable securities legislation in Canada, to disclose to our
shareholders details of compensation paid to our directors. The following fairly
reflects all material information regarding compensation paid to our directors
in our fiscal year ended October 31, 2011.

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

Consulting Fees

During the fiscal year ended October 31, 2011, the Company paid
consulting fees to the following directors for services provided to the Company
in the normal course of operations of the business:

| | Mr. Michael Gossland  | $120,000    | 
| | ---------------------- | ----------- | 
| | Mr. Philip Carrozza   | USD$130,000 | 

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Option Grants

On January 8, 2007, options with an exercise price of $0.30 and
an expiry date of January 8, 2012 were granted to the below listed directors
and/or officers. The options were not extended after the expiry date:

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

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

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

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

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

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

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

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

| | Mr. David Terk - | 300,000 options | 
| | ---------------- | --------------- | 

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

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

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

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

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

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

On December 3, 2010, options with an exercise price of $0.13
and an expiry date of December 3, 2015 were granted to the following directors
and/or officers:

| | Mr. James Leman  | 500,000 options | 
| | ----------------- | --------------- | 

On March 15, 2011, options with an exercise price of $0.10 and
an expiry date of March 15, 2016 were granted to the following directors and/or
officers:

| | Mr. Michael Gossland  | 500,000 options | 
| | ---------------------- | --------------- | 

On June 1, 2011, options with an exercise price of $0.10 and an
expiry date of June 1, 2016 were granted to the following directors and/or
officers:

| | Mr. John Coulter  | 1,100,000 options | 
| | ------------------ | ----------------- | 

On October 11, 2011, options with an exercise price of $0.14
and an expiry date of October 12, 2016 were granted to the following directors
and/or officers:

| | Mr. Harold Elke  | 1,500,000 options | 
| | ----------------- | ----------------- | 

(1) All options granted to Mr. Robert
Roddick were cancelled on November 13, 2010.

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C.      Board Practices

Dr. Powell, Mr. Gossland, Mr. Carrozza, Mr. Roddick and Dr.
Elke have acted as our directors since December 23, 2002, September 15, 1995,
June 6, 2003 November 29, 2004 and October 24, 2006, respectively. All such
individuals were re-elected as directors and Joseph Francese was elected as a
director at our annual general meeting of shareholders held on October 2, 2009.
Mr. Francese resigned from his position as a director on February 22, 2012 . Mr.
Roddick resigned from his position as director on September 13, 2010.

Mr. John Coulter was appointed to the board of directors and
President & CEO in September, 2010.

Mr. James Leman was appointed to the board of directors on
November 26, 2010.

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, with the exception of John Coulter have service
contracts with us for acting as a director , nor are they entitled to any
termination benefits.

Audit Committee

As of March 31, 2012, our Audit Committee was comprised of Dr.
Powell, Mr. Gossland, and Mr. Leman. Mr. Gossland and Dr. Powell were appointed
as Director and members of the Audit Committee in 1996. Mr. Leman was appointed
as a Director and chairman of the Audit Committee in 2010 and is an independent
member All the audit committee 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:
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| | 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
      Companys Directors at its first meeting following the annual
      shareholders meeting. Unless a Chair is elected by the Titan Directors,
      the members of the Committee may designate a Chair by a majority vote of
      the full Committee membership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | III. | Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | The Committee shall meet a least twice annually,or more frequently as circumstances dictate. As part of its job to
      foster open communication, the Committee will meet at least annually with
      management and the external auditors in separate sessions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | The minutes of the Committee meetings shall accurately
      record the decisions reached and shall be distributed to the Audit
      Committee members with copies to the Companys Directors, the Chief
      Financial Officer or such other officer acting in the capacity and the
      external auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | IV.  | Responsibilities and Duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | To fulfill its responsibilities and duties, the Committee
      shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | Documents/Reports Review                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

External Auditors

| | 1. | Require the external auditors to report directly to the
      Committee.                                                                                                                                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                               
| | 2. | Review annually the performance of the external auditors
      who shall be ultimately accountable to the Titan Directors and the
      Committee as representatives of the shareholders of the Company.      
| |    |                                                                                                                                                                                                               
| | 3. | Obtain annually, a formal written statement of external
      auditors setting forth all relationships between the external auditors and
      the Company and confirming their independence from the Company.
| |    |                                                                                                                                                                                                               
| | 4. | Review and discuss with the external auditors any
      disclosed relationships or services that may impact the objectivity and
      independence of the external auditors.                                  
| |    |                                                                                                                                                                                                               
| | 5. | Take, or recommend that the Companys Directors take,
      appropriate action to oversee the independence of the external
      auditors.                                                                    

32

---

| | 6.  | Recommend to the Companys Directors the selection and,
      where applicable, the replacement of the external auditors nominated
      annually for shareholder approval and the compensation of the external
      auditors.                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                  
| | 7.  | Review with management and the external auditors the
      terms of the external auditors engagement letter.                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                  
| | 8.  | At each meeting, consult with the external auditors,
      without the presence of management, about the quality of the Companys
      accounting principles, internal controls and the completeness and accuracy
      of the Companys consolidated financial statements.                                     
| |     |                                                                                                                                                                                                                                                                                                                  
| | 9.  | Review and approve the Company's hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditors of the Company.                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                  
| | 10. | Review with management and the external auditors the
      audit plan for the year-end financial statements and intended template for
      such statements.                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                  
| | 11. | Review and pre-approve all audit and audit-related
      services and the fees and other compensation related thereto, and any
      non-audit services, provided by the Companys external auditors. The pre-
      approval requirement is waived with respect to the provision of non-audit
      services if:

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

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

Financial Reporting Processes

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

33

---

| | 6. | Review any significant disagreement among management and
      the external auditors regarding financial reporting.                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                      
| | 7. | Review with the external auditors and management the
      extent to which changes and improvements in financial or accounting
      practices have been implemented.
| |    |                                                                                                                                                                      
| | 8. | Review certification process.                                                                                                                                        
| |    |                                                                                                                                                                      
| | 9. | Establish procedures for:                                                                                                                                            
| |    |                                                                                                                                                                      
| |    | (i)                                                                                                                                                                  
| |    |                                                                                                                                                                      
| |    | (ii)                                                                                                                                                                 

Other

| | 1.     | Review any related-party transactions.
| | ------ | --------------------------------------
| |        |                                       
| | **V.** | Authority                             

The Committee may:

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

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

Remuneration Committee

We have not appointed a remuneration
committee.

D.      Employees

As at October, 31, 2011, all services are contracted to
consultants. We have three consultants in Canada, six consultants in the United
States and one consultant in the United Kingdom. Titan or Titan USA, as
appropriate, have entered into intellectual property assignment agreements or
consulting agreements with each of its consultants.

34

---

E.      Share Ownership

As of April 28, 2012, the Company has 112,724,278 common shares
issued and outstanding. As of April 28, 2012, our directors and officers
beneficially owned the following number of our common shares:

Name
    Number of Common Shares Beneficially
      Owned
    Percentage of Outstanding Common SharesKenneth Powell
    27,731,059 (1)
    24.60%Harold Elke
    9,996,277 (2)
    8.87%Philip S. Carrozza
    5,060,100 (3)
    4.49%Michael Gossland
    2,264,778 (4)
    2.01%John J. Coulter
    4,493,167 (5)
    3.99%James Leman
    371,667 (6)
    .33%All officers and directors as a group
    49,917,048
    44.28%


Notes:

Percentage amounts based on 112,724,278 shares of our common
stock outstanding as of March 31, 2012.

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

35

---

|    | (R)      | 10,000 common shares underlying warrants that are held by
      Mr. Cameron Powell, the son of Dr. Powell and are immediately exercisable
      at an exercise price of $0.375 to October 15, 2011; and            
|--- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (S)      | 10,000 common shares underlying warrants that are held by
      Mr. Carson Powell, the son of Dr. Powell and are immediately exercisable
      at an exercise price of $0.375 to October 15, 2011.                 
|    |          |                                                                                                                                                                                                                    
|(2) | Includes
|    | (A)      | 50,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully
      exercisable at an exercise price of $0.37 per share until January 28,
      2013;
|    | (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 $0.36 per share until November 7, 2013;      
|    | (C)      | 75,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;         
|    | (D)      | 100,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.17 per share until March 3, 2015;        
|    | (E)      | 512,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.375 to October 15,
      2011;                                                                         
|    | (F)      | 80,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to May 27,
    2012;                                                                                 
|    | (G)      | 2,140,000 common shares underlying warrants that are
      immediately exercisable at an exercise price of $0.30 to October 12, 2012;
      and                                                                    
|    | (H)      | 500,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.14 per share until October 12, 2016.     
|    |          |                                                                                                                                                                                                                    
|(3) | Includes
|    | (A)      | 100,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.37 per share until January 28, 2013;     
|    | (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 $0.36 per share until November 7, 2013;      
|    | (C)      | 200,000 common shares issuable pursuant to stock options
      granted under the stock option plan that are vested and fully exercisable
      at an exercise price of $0.33 per share until March 6, 2014;        
|    | (D)      | 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 $0.17 per share until March 3, 2015; and    
|    | (E)      | 3,791,571 common shares that are held by Mrs. Loraine
      Kuppe, the wife of Mr. Carrozza.                                                                                                                       

36

---

|4) | Includes
|-- | --------
|   | (A)     
|   | (B)     
|   | (C)     
|   | (D)     
|   | (E)     
|   | (F)     
|   | (H)     
|   | (I)     

|(5) | Includes
|--- | --------
|    | (A)     
|    | (B)     
|    | (C)     

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

ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of April 28, 2012, we had 112,724,278 common shares issued
and outstanding. As of April 28, 2012, 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
    27,731,059 (1)
    24.60%Harold Elke
    9,996,277 (2)
    8.87%Cornwell Investments LLC (3)
    30,000,000 (4)
    26.61%


37

---

Notes:

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

38

---

|(3) | The person having voting, dispositive or investment
      powers over Cornwell Investments LLC is Cornwells Managing Director,
      Robert Aaron. The address of Cornwell is 8 Cottontail Lane, Somerset,
      NJ.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4) | Includes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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 189 registered shareholders as at March 31, 2012,
      18 were residents of the United States representing 19,729,395 common
      shares or 9.52% of our 112,724,278 issued and outstanding common shares as
      of that date.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | We are not controlled directly or indirectly by any other
      corporation or any other foreign government or by any other natural or
      legal person, severally or jointly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | There are no arrangements known to us, the operation of
      which at a subsequent date, may result in a change in our
  control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

B.      Related Party
Transactions

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

Intellectual Property Transfer Agreements

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

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

Management fees and research and development costs of $534,024,
as compared to $502,241 in 2010, were paid to officers and directors of the
Company during 2011.

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.

39

---

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 Year                          |   |      |  |   |       | 
|                                     |   |      |  |   |       | 
|November 1, 2006 to October 31, 2007 | $ | 1.07 |  | $ | 0.255 | 
|November 1, 2007 to October 31, 2008 | $ | 0.67 |  | $ | 0.29  | 
|November 1, 2008 to October 31, 2009 | $ | 0.42 |  | $ | 0.21  | 
|November 1, 2009 to October 31, 2010 | $ | 0.35 |  | $ | 0.08  | 
|November 1, 2010 to October 31, 2011 | $ | 0.18 |  | $ | 0.09  | 
|                                     |   |      |  |   |       | 
|Fiscal Quarter                       |   |      |  |   |       | 
|November 2009 to January 2010        | $ | 0.29 |  | $ | 0.16  | 
|February 2010 to April 30, 2010      | $ | 0.35 |  | $ | 0.15  | 
|May 2010 to July 2010                | $ | 0.18 |  | $ | 0.11  | 

40

---

|Period                          |   | High |  |   | Low  | 
|------------------------------- | - | ---- |  | - | ---- | 
|                                |   |      |  |   |      | 
|August 2010 to October 2010     | $ | 0.17 |  | $ | 0.08 | 
|November 2010 to January 2011   | $ | 0.16 |  | $ | 0.11 | 
|February 2011 to April 30, 2011 | $ | 0.14 |  | $ | 0.09 | 
|May 2011 to July 2011           | $ | 0.14 |  | $ | 0.09 | 
|August 2011 to October 2011     | $ | 0.18 |  | $ | 0.10 | 
|November 2011 to January 2012   | $ | 0.13 |  | $ | 0.06 | 
|                                |   |      |  |   |      | 
|Month                           |   |      |  |   |      | 
|                                |   |      |  |   |      | 
|October 2011                    | $ | 0.18 |  | $ | 0.12 | 
|November 2011                   | $ | 0.13 |  | $ | 0.08 | 
|December 2011                   | $ | 0.10 |  | $ | 0.06 | 
|January 2012                    | $ | 0.09 |  | $ | 0.06 | 
|February 2012                   | $ | 0.08 |  | $ | 0.05 | 
|March 2012                      | $ | 0.08 |  | $ | 0.05 | 

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

|Period                               |   | High |  |   | Low   | 
|------------------------------------ | - | ---- |  | - | ----- | 
|                                     |   |      |  |   |       | 
|Fiscal Year                          |   |      |  |   |       | 
|                                     |   |      |  |   |       | 
|November 1, 2006 to October 31, 2007 | $ | 0.92 |  | $ | 0.192 | 
|November 1, 2007 to October 31, 2008 | $ | 0.72 |  | $ | 0.26  | 
|November 1, 2008 to October 31, 2009 | $ | 0.33 |  | $ | 0.16  | 
|November 1, 2009 to October 31, 2010 | $ | 0.35 |  | $ | 0.08  | 
|November 1, 2010 to October 31, 2011 | $ | 0.17 |  | $ | 0.10  | 
|                                     |   |      |  |   |       | 
|Fiscal Quarter                       |   |      |  |   |       | 
|                                     |   |      |  |   |       | 
|November 2009 to January 2010        | $ | 0.27 |  | $ | 0.16  | 
|February 2010 to April 2010          | $ | 0.35 |  | $ | 0.15  | 
|May 2010 to July 2010                | $ | 0.17 |  | $ | 0.11  | 
|August 2010 to October 2010          | $ | 0.17 |  | $ | 0.08  | 
|November 2010 to January 2011        | $ | 0.16 |  | $ | 0.11  | 
|February 2011 to April 2011          | $ | 0.13 |  | $ | 0.10  | 
|May 2011 to July 2011                | $ | 0.13 |  | $ | 0.10  | 
|August 2011 to October 31, 2011      | $ | 0.17 |  | $ | 0.10  | 
|November 2011 to January 2012        | $ | 0.15 |  | $ | 0.10  | 
|                                     |   |      |  |   |       | 
|Month                                |   |      |  |   |       | 
|October 2011                         | $ | 0.18 |  | $ | 0.12  | 
|November 2011                        | $ | 0.13 |  | $ | 0.08  | 
|December 2011                        | $ | 0.10 |  | $ | 0.06  | 
|January 2012                         | $ | 0.09 |  | $ | 0.06  | 
|February 2012                        | $ | 0.08 |  | $ | 0.05  | 
|March 2012                           | $ | 0.07 |  | $ | 0.05  | 

41

---

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
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.

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

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

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

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

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

C.      Material Contracts

Intellectual Property Transfer Agreements

In 2010, all pre-existing Software Transfer Agreements between
the Company and Mssrs Philip Carrozza and Michael Gossland expired and were
dissolved.

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

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

D.      Exchange Controls

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

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.

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E.      Taxation

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

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

Certain Canadian Federal Income Tax Consequences

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

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.

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Dispositions of Common Shares

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

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

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

Material U.S. Federal Income Tax Considerations

The following is a general discussion of material U.S. federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of our common shares. This discussion is of a general nature only and does not
take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder. 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 issue is not intended or written to be used, and cannot be used, by any taxpayer for purposes of avoiding any penalties. Any such statement herein is written in connection with the
marketing or promotion of the transaction to which the statement relates.  Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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U.S. Holders.

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

Persons Not Covered.

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

Distribution on Our Common Shares.

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

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

Dividend not Eligible for Reduced Tax Rate. Dividends received on or before December 31, 2012 by U.S. Holders that are individuals, estates or trusts from “qualified foreign corporations,” as defined in Section 1(h)(11) of
the Code, generally are taxed at the same preferential tax rates applicable to long-term capital gains.

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

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

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

Disposition of Our Common Shares.

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

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

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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, 2011, 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 quarterly
average value during a taxable year of the corporation’s assets that produce , or are held for the productions of, passive income is 50% or more of the average value of all assets held by the corporation.“Passive income” includes,
for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. 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. 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, 2010 and
2011 and anticipate meeting both of these tests in the fiscal year that will end on October 31, 2012. 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. Under this regime,
(i) the excess distribution or gain would be allocated ratably to each day of the U.S. Holder’s holding period for the Common Shares, (ii) the amount allocated to the current taxable year and to any taxable year in which the corporation was a
PFIC would be treated as ordinary income for the year of disposition, and (iii) the amount allocated to each other year would be subject to tax at the highest rate of tax in effect for that year and the interest charge generally applicable to
underpayments of tax would be imposed on the resulting tax attributable to each such year.

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.

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

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

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

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

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

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

PFIC Information Reporting

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

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

Foreign Tax Credit

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

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

50

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

Information Reporting and Backup Withholding

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, at
the rate of 28% (under current law), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) is notified by the IRS that such U.S. Holder has previously failed to
properly report interest and dividend income, or (c) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number that the IRS has not notified such U.S. Holder that it is subject to
backup withholding tax, and that such U.S. Holder is a U.S. person. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts
withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely
manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

In addition, U.S. Holders should be aware that the Hiring Incentives to Restore Employment (HIRE) Act of 2010, enacted March 18, 2010, imposes reporting requirements on certain U.S. persons with respect to the holding of certain specified
foreign financial assets, including stock of foreign issuers which is not held in an account, if the aggregate value of all specified foreign financial assets exceed certain minimum values, which vary depending on the U.S. person’s residency
and filing status (e.g., a U.S. individual living in the U.S. and not filing a joint tax return would be required to comply with these new reporting requirements if the total value of his or her specified foreign financial assets for the year is
either $50,000 on the last day of the tax year or $75,000 at any time during the tax year). The reporting requirements are effective for individuals beginning with the 2011 tax year and are met by filing Form 8938. The reporting requirements
may also apply to certain U.S. entities for taxable years beginning after December 31, 2011. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns under these rules.

Tax on Net Investment Income

For tax years beginning after December 31, 2012, certain U.S. Holders that are individuals, estates or trusts whose income exceeds certain thresholds with be required to pay an additional 3.8% tax on “net investment income”, which
includes, among other things, dividends and net gain from the sale or other disposition of property (other than property held in a trade or business), which may include the common shares. U.S. Holders should consult their own tax advisors
regarding the application of the tax on net investment income to their particular circumstances.

FATCA

If we derive certain types of U.S.-source income, we may require certain U.S. Holders to provide certain information necessary for us to comply with new reporting obligations enacted under the HIRE Act known as the Foreign Account Tax
Compliance Act (“FATCA”). If a U.S. Holder does not provide such information, the U.S. Holder may be subject to U.S. withholding tax on certain payments made by us after January 1, 2014 in accordance with FATCA. U.S. Holders are
urged to consult with their own tax advisors regarding the effect, if any, of FATCA on their ownership and disposition of the 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”).

51

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

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

F.      Dividends and Paying
Agents

Not applicable.

G.      Statement by Expert

Not applicable.

H.      Documents on
Display

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

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

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


Copies of these materials can also be viewed at www.sec.gov and 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

52

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Not applicable.

PART II

ITEM 13:      DEFAULTS, DIVIDEND
ARREARAGES AND DELINQUENCIES

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

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

There have been no material modifications to our common
shares.

ITEM 15:      CONTROLS AND
PROCEDURES

A.      Disclosure Controls and
Procedures

The Company's President, Chief Executive Officer and Chief
Financial Officer has conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of October 31, 2011. Our disclosure controls and procedures are designed to
provide reasonable assurance that information required to be disclosed in the
reports we file under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's (the Commission) rules and forms, and that such information is
accumulated and communicated to our management, including our President, Chief
Executive Officer and Chief Financial Officer, to allow for timely decisions
regarding required disclosures.

Based on this evaluation, our President, Chief Executive
Officer and Chief Financial Officer concluded that, as of October 31, 2011, our
disclosure controls and procedures are effective to provide reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Commission's rules and
forms. Our management recognizes that any controls and procedures no matter how
well designed or operated, can only provide reasonable assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Our disclosure
controls and procedures have been designed to provide reasonable assurance of
achieving their objectives. However, because of the inherent limitations in all
control systems, , no evaluation of controls can provide absolute assurance that
all control issues, if any, within the Company, have been detected.

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

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

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

Management conducted an assessment of the effectiveness of
internal controls over financial reporting based on the criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring

53

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Organization of the Treadway Commission (COSO). Based on this
assessment, management has concluded that internal control over financial
reporting was effective as of October 31, 2011.

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 16.        
[RESERVED]

ITEM 16A:      AUDIT COMMITTEE
FINANCIAL EXPERT

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

ITEM 16B:      CODE OF
ETHICS

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

ITEM 16C:      PRINCIPAL ACCOUNTANT
FEES AND SERVICES

Collins Barrow Edmonton LLP (Collins Barrow), audited our
consolidated financial statements for the years ended October 31, 2009 and
October 31, 2008. Smythe Ratcliffe LLP audited our consolidated financial
statements for the years ended October 31, 2011 and October 31, 2010.

Audit Fees

Fees billed by Smythe Ratcliffe, LLP for professional services
totaled $50,000 for the year ended October 31, 2011 and $36,822 for the year
ended October 31, 2010. 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

During the year ended October 31, 2010, additional fees paid to
Smythe Ratcliffe LLP for taxes and audit related services was $15,570.

All other Fees

During the fiscal years ended October 31, 2011 and October 31,
2010, SmytheRatcliffe LLP 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.

54

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There were no fees in 2011 that were not pre-approved by our
audit committee. All services described above under the captions Audit Fees,
Audit-Related Fees and Tax Fees were approved by our audit committee
pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

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

Not applicable.

ITEM 16E:      PURCHASES OF EQUITY
SECURITIES BY AFFILIATED PURCHASERS

(a) Total Number of Shares
      (or Units) Purchased
    (b) Weighted Average Price
      Paid per Share(or Units)
    (c) Total Number of Shares
      (or Units) Purchased as Part of Publicly Announced Plans or
      Programs
    (d) Maximum Number (or
      Approximate Dollar Value) of Shares (or Units) that May Yet Be
      Purchased Under the Plans or ProgramsNovember 1, 2010 to November
      30, 2010
    Nil
    N/A
    Nil
    4,666,666
      (1)December 1, 20109 to December 31, 20109
    Nil
    N/A
    Nil
    500,000 (2)January 1, 2011  January 31, 2011
    Nil
    N/A
    Nil
    NilFebruary 1, 2011 to February 29, 2011
    Nil
    N/A
    Nil
    NilMarch 1, 2011 to March 31,
      2011
    Nil
    N/A
    Nil
    500,000 (3)April 1, 2011 to April 30, 2011
    Nil
    N/A
    Nil
    NilMay 1, 2011 to May 31, 2011
    Nil
    N/A
    Nil
    NilJune 1, 2011 to June 30, 2011
    15,000,000 (6)
    $0.33
    15,000,000 (6)
    1,100,000 (4)July 1, 2011 to July 31, 2011
    Nil
    N/A
    Nil
    NilAugust 1, 2011 to August 31, 2011
    Nil
    N/A
    Nil
    NilSeptember 1, 2011 to
      September 30, 2011
    Nil
    N/A
    Nil
    NilOctober 1, 2011 to October 31, 2011
    Nil
    N/A
    Nil
    1,500,000(5)


55

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Notes:

|(1) | 4,666,666 common shares issuable pursuant to stock
      options granted under our plan as follows: 1,930,000 common shares
      issuable pursuant to stock options granted under our stock option plan of
      which shall be exercisable in accordance with the plan and shall vest (i)
      1/3 within 6 months; (ii) 1/3 within 12 months from the date of the grant
      and (iii) 1/3 within 18 months from the date of the grant; and 2,736,666
      common suares issuable pursuant to a stock options granted under our stock
      option plan of which shall be exercisable in accordance with the plan and
      shall vest (i) 1/3 immediately; (ii) 1/3 within 12 months from the date of
      the grant and (iii) 1/3 within 18 months from the date of the
  grant.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 500,000 common shares issuable pursuant to stock options
      granted under our stock option plan of which shall be exercisable in
      accordance with the plan and shall vest (i) 1/3 within 12 months from the
      date of the grant; (ii) 1/3 within 24 months from the date of the grant
      and (iii) 1/3 within 36 months from the date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                       
|(3) | 500,000 common shares issuable pursuant to stock options
      granted under our stock option plan of which shall be exercisable in
      accordance with the plan and shall vest (i) 1/3 immediately; (ii) 1/3
      within 12 months from the date of the grant and (iii) 1/3 within 18 months
      from the date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(4) | 1,100,000 common shares issuable pursuant to stock
      options granted under our stock option plan of which shall be exercisable
      in accordance with the plan and shall vest (i) 1/3 immediately; (ii) 1/3
      within 12 months from the date of the grant and (iii) 1/3 within 18 months
      from the date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | 1,500,000 common shares issuable pursuant to stock
      options granted under our stock option plan of which shall be exercisable
      in accordance with the plan and shall vest (i) 1/3 immediately; (ii) 1/3
      within 12 months from the date of the grant and (iii) 1/3 within 18 months
      from the date of the grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(6) | 15,000,000 common shares issued pursuant to a private
      placement at $0.10 per common share, and 15,000,000 common shares
      underlying warrants that are immediately exercisable at an exercise price
      of $0.33 per common share for 24 months following the date of closing will
      expire June 10, 2013. The private placement closed on June 10, 2011, and
      its closing was publicly announced on June 10,
2011.                                                                                                                                                                                                                                                                                                                                                 

ITEM 16F:      CHANGES IN
RGISTRANTS CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G:      CORPORATE GOVERNANCE

Not applicable.

ITEM 16H:      MINE SAFETY
DISCLOSURE

Not applicable.

56

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PART III

ITEM 17:      FINANCIAL
STATEMENTS

Our audited consolidated financial statements include:

- our balance sheets as at October 31, 2011 and October 31, 2010;
- statements of operations and comprehensive loss for the years ended
  October 31, 2011, 2010, and 2009;
- statements of shareholders equity for the years ended October 31, 2011,
  2010, and 2009; and
- statements of cash flows for the years ended October 31, 2011, 2010, and
  2009.

The consolidated financial statements as at and for the years
ended October 31, 2011 and 2010 were audited by Symthe Ratcliffe LLP, our
Independent Registered Chartered Accountants. The consolidated financial
statements as at and for the years ended October 31, 2009 and 2008 were audited
by Collins Barrow, Edmonton LLP.

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

57

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Consolidated Financial Statements of

TITAN TRADING ANALYTICS INC.

(A Development Stage Company)

October 31, 2011 and 2010 (expressed in Canadian
dollars)

58

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MANAGEMENTS RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements are the responsibility of
the Board of Directors and management. The consolidated financial statements
have been prepared by management in accordance with Canadian generally accepted
accounting principles. Management maintains the necessary systems of internal
controls, policies and procedures to provide assurance that assets are
safeguarded, and that the financial records are reliable and form a proper basis
for the preparation of financial statements.

The Board of Directors ensures that management fulfills its
responsibilities for financial reporting and internal control through an Audit
Committee. This committee, which reports to the Board of Directors, meets with
the independent auditors and reviews the financial statements.

The consolidated financial statements have been audited by
Smythe Ratcliffe LLP, Chartered Accountants, who were appointed by the
shareholders. The auditors report outlines the scope of their examination and
their opinion on the consolidated financial statements.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of the Companys financial reporting for external
purposes in accordance with accounting principles generally accepted in Canada
and the United States of America. Internal control over financial reporting
includes maintaining records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
providing reasonable assurance that transactions are recorded as necessary for
preparation of the Companys financial statements in accordance with generally
accepted accounting principles; providing reasonable assurance that receipts and
expenditures are made in accordance with authorizations of management and the
directors of the Company; and providing reasonable assurance that unauthorized
acquisition, use or disposition of Companys assets that could have a material
effect on its financial statements would be prevented or detected on a timely
basis. Because of its inherent limitations, internal control over financial
reporting is not intended to provide absolute assurance that a misstatement of
the Companys financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of the
Companys internal control over financial reporting based on the framework and
criteria established in Internal Control  Integrated Framework, issued
by the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation,
management concluded that the Companys internal control over financial
reporting was effective as of October 31, 2011.

John Coulter (signed)

John Coulter, President, Chief Executive Officer &
Chief Financial Officer

Edmonton, Canada 
February 22, 2012

59

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated financial
statements of Titan Trading Analytics Inc., which comprise the consolidated
balance sheets as at October 31, 2011 and 2010 and the consolidated statements
of operations and comprehensive loss, shareholders equity and cash flows for
the years ended October 31, 2011 and 2010, and a summary of significant
accounting policies and other explanatory information.

Managements Responsibility for the Consolidated
Financial StatementsManagement is responsible for the preparation
and fair presentation of these consolidated financial statements in accordance
with Canadian generally accepted accounting principles, and for such internal
control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement,
whether due to fraud or error.

Auditors ResponsibilityOur responsibility
is to express an opinion on these consolidated 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 comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit opinion.



---



OpinionIn our opinion, these consolidated
financial statements present fairly, in all material respects, the financial
position of the Company as at October 31, 2011 and 2010 and the results of its
operations and its cash flows for the years ended October 31, 2011 and 2010 in
accordance with Canadian generally accepted accounting principles.

Other MatterThe consolidated financial
statements for the year ended October 31, 2009 were audited by another firm of
auditors who expressed an opinion without reservation on those consolidated
financial statements in their report dated February 15, 2010.

Emphasis of MatterWithout qualifying our
opinion, we draw attention to Note 1 in the consolidated financial statements,
which indicates that the Company had incurred a net loss of $2,956,234 during
the year ended October 31, 2011 and has a deficit of $23,074,231 as at October
31, 2011. These conditions, along with other matters set forth in Note 1,
indicate the existence of a material uncertainty that cast significant doubt
about the Companys ability to continue as a going concern.

Smythe Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada February 22, 2012



---



Report of Independent Registered Chartered Accountants

To the Shareholders of Titan Trading Analytics Inc.

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

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

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
October 31, 2009 and 2008 and the results of its operations and its cash flows
for each of the years in the three year period ended October 31, 2009 in
accordance with Canadian generally accepted accounting principles.

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

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



---



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

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

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



---

TABLE OF CONTENTS

|                                                                   | PAGE  
|------------------------------------------------------------------ | ------
|Consolidated Balance Sheets                                        | 1     
|Consolidated Statements of Operations and Comprehensive
      Loss | 2     
|Consolidated Statements of Shareholders
      Equity              | 3     
|Consolidated Statements of Cash Flows                              | 4     
|Notes to Consolidated Financial Statements                         | 5 - 29

---

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

|                                                         |   | October 31, |   |   | October 31, |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                         |   |             |   |   |             |  
|                                                         |   | 2011        |   |   | 2010        |  
|ASSETS                                                   |   |             |   |   |             |  
|CURRENT                                                  |   |             |   |   |             |  
|Cash                                                     | $ | 511,761     |   | $ | 209,736     |  
|Short-term investments (Note 3)                          |   | 561,002     |   |   | 60,000      |  
|Other receivables                                        |   | 6,749       |   |   | 10,088      |  
|Prepaid expenses and deposits                            |   | 52,274      |   |   | 37,727      |  
|                                                         |   | 1,131,786   |   |   | 317,551     |  
|Deposit                                                  |   | 8,389       |   |   | 24,074      |  
|Property and equipment (Note 4)                          |   | 260,254     |   |   | 425,468     |  
|Technology rights
      (Note 5)                         |   | 358,200     |   |   | 398,000     |  
|                                                         |   |             |   |   |             |  
|                                                         | $ | 1,758,629   |   | $ | 1,165,093   |  
|                                                         |   |             |   |   |             |  
|LIABILITIES                                              |   |             |   |   |             |  
|CURRENT                                                  |   |             |   |   |             |  
|Accounts payable and accrued liabilities
      (Notes 10 | $ | 83,571      |   | $ | 187,971     |  
|and 14)                                                  |   |             |   |   |             |  
|Loans and advances (Note 6)                              |   | ---         |   |   | 2,111       |  
|Deferred lease inducements                               |   | 53,594      |   |   | ---         |  
|Convertible debentures (Note 7)                          |   | 289,499     |   |   | ---         |  
|                                                         |   | 426,664     |   |   | 190,082     |  
|Deferred lease inducements                               |   | ---         |   |   | 76,574      |  
|Convertible debentures (Note 7)                          |   | ---         |   |   | 283,509     |  
|                                                         |   |             |   |   |             |  
|                                                         |   | 426,664     |   |   | 550,165     |  
|                                                         |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                                     |   |             |   |   |             |  
|Share capital (Note 8)                                   |   | 18,234,001  |   |   | 15,845,770  |  
|Warrants (Note 8)                                        |   | 2,413,884   |   |   | 1,901,217   |  
|Contributed surplus                                      |   | 3,746,747   |   |   | 2,899,907   |  
|Convertible debentures - equity component
      (Note 7) |   | 11,564      |   |   | 11,564      |  
|Deficit                                                  |   | (23,074,231 | ) |   | (20,043,530 | )
|                                                         |   | 1,331,965   |   |   | 614,928     |  
|                                                         |   |             |   |   |             |  
|                                                         | $ | 1,758,629   |   | $ | 1,165,093   |  

Commitments (Note 11)

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

See accompanying notes to consolidated financial statements.

1

---

|TITAN TRADING ANALYTICS INC.                                      
|------------------------------------------------------------------
|(Continued under the Laws of Alberta)                             
|(A Development Stage Company)                                     
|Consolidated Statements of Operations and Comprehensive
      Loss
|(expressed in
      Canadian dollars)                             

|                                                     |   | Years Ended October 31 |  
|---------------------------------------------------- | - | ---------------------- | -
|                                                     |   | 2011                   |  
|                                                     |   |                        |  
|EXPENSES                                             |   |                        |  
|Research and development (Note 10)                   | $ | 634,965                |  
|General and administrative
      (Note 10)           |   | 2,044,856              |  
|Amortization of property and equipment               |   | 164,891                |  
|Amortization of technology
      rights              |   | 39,800                 |  
|Bank charges and interest, net                       |   | 46,972                 |  
|Loss (gain) on foreign exchange                      |   | 24,750                 |  
|                                                     |   |                        |  
|Net loss and comprehensive loss for the year         |   | (2,956,234             | )
|                                                     |   |                        |  
|LOSS PER SHARE  Basic and diluted                   |   | (0.03                  | )
|                                                     |   |                        |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |   | 99,949,623             |  

See accompanying notes to consolidated financial statements.

2

---

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

Share CapitalConvrtibleDebenturesNumber of
    
    
    
    
    
    
    
    
    Contributed
    
    
    ---EquityShares
    
    
    Amount
    
    
    Warrants
    
    
    Surplus
    
    
    Component
    
    
    Deficit
    
    
    TotalOctober 31, 2008
    
    49,214,345
    
    $
    11,707,655
    
    $
    1,016,303
    
    $
    1,279,169
    
    $
    -
    
    $
    (13,163,541
    )
    $
    839,586Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,528,749
    )
    
    (3,528,749
    )Expires/forteited warrantw
    
    
    
    
    
    
    
    (239,077
    )
    
    239,077
    
    
    
    
    
    
    
    
    -Stock optios exercised
    
    1,160,000
    
    
    169,120
    
    
    
    
    
    (49,820
    )
    
    
    
    
    
    
    
    119,300Private placements, net
    
    7,746,533
    
    
    1,644,179
    
    
    338,649
    
    
    
    
    
    
    
    
    
    
    
    1,192,828Shares issued for service
    
    200,000
    
    
    71,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,000Stock based compensation
    
    
    
    
    
    
    
    
    
    
    807,931
    
    
    
    
    
    
    
    
    807,931October 31, 2009
    
    58,317,878
    
    
    13,951,954
    
    
    1,115,875
    
    
    2,276,357
    
    
    
    
    
    (16,692,290
    )
    
    291,896Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,977,117
    )
    
    (2,977,177
    )Private placements, net
    
    24,785,750
    
    
    2,266,364
    
    
    626,049
    
    
    
    
    
    
    
    
    
    
    
    2,892,413Returned to treasury
    
    (84,600
    )
    
    (12,548
    )
    
    (3,524
    )
    
    
    
    
    
    
    
    (9,306
    )
    
    (25,378
    )Warrants extenstion
    
    
    
    
    
    
    
    162,817
    
    
    
    
    
    
    
    
    (162,817
    )
    
    -Stock-based
    
    
    
    
    
    
    
    
    
    
    623,550
    
    
    
    
    
    
    
    
    623,550CompensationConvertible debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,564
    
    
    
    
    
    11,564Technology rights
      payment in excess of carrying value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202,000
    )
    
    (202,000
    )October 31, 2010
    
    83,019,028
    
    
    15,845,770
    
    
    1,901,217
    
    
    2,899,907
    
    
    11,564
    
    
    (20,043,530
    )
    
    614,928Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,956,234
    )
    
    (2,956,234
    )Private placements, net
    
    29,705,250
    
    
    2,388,231
    
    
    438,200
    
    
    
    
    
    
    
    
    
    
    
    2,826,234Warrants extnetiuon
    
    
    
    
    
    
    
    74,467
    
    
    
    
    
    
    
    
    (74,467
    )
    
    ---Stock based compensation
    
    
    
    
    
    
    
    
    
    
    846,846
    
    
    
    
    
    
    
    
    846,840October 31, 2011
    
    112,724,278
    
    $
    18,234,001
    
    $
    2,413,884
    
    $
    3,746,747
    
    $
    11,564
    
    $
    (23,074,231
    )
    $
    1,331,965


See accompanying notes to consolidated financial statements.

3

---

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

|                                                            |   | Years Ended October 31 |  
|----------------------------------------------------------- | - | ---------------------- | -
|                                                            |   | 2011                   |  
|                                                            |   |                        |  
|OPERATING                                                   |   |                        |  
|Net loss for the year                                       | $ | (2,956,234             | )
|Adjustments for non-cash items                              |   |                        |  
|Amortization of property and equipment                      |   | 164,891                |  
|Amortization of technology rights                           |   | 39,800                 |  
|Research and development                                    |   | ---                    |  
|Stock-based compensation                                    |   | 846,840                |  
|Loss on disposal of equipment                               |   | 23                     |  
|Amortization of deferred lease
      inducements            |   | (22,980                | )
|Accretion interest                                          |   | 5,990                  |  
|Unrealized foreign exchange loss                            |   | 154                    |  
|Net changes in non-cash working capital balances:           |   |                        |  
|Prepaid expenses and deposits                               |   | 1,138                  |  
|Other receivables                                           |   | 2,337                  |  
|Accounts payable and accrued liabilities                    |   | (104,635               | )
|                                                            |   | (2,022,676             | )
|INVESTING                                                   |   |                        |  
|Due from related parties                                    |   | ---                    |  
|Proceeds on sale (purchase) of property and
      equipment |   | 300                    |  
|Purchase of technology rights                               |   | ---                    |  
|Proceeds from deferred lease inducements                    |   | ---                    |  
|Restricted cash                                             |   | ---                    |  
|Short-term investments                                      |   | (500,000               | )
|                                                            |   | (499,700               | )
|FINANCING                                                   |   |                        |  
|Issue of share capital, net of issue costs                  |   | 2,826,431              |  
|Loans and advances                                          |   | (2,111                 | )
|Convertible debentures                                      |   | ---                    |  
|Shares returned to treasury                                 |   | ---                    |  
|                                                            |   | 2,824,320              |  
|EFFECT OF EXCHANGE RATE CHANGES                             |   | 81                     |  
|INCREASE (DECREASE) IN
      CASH                           |   | 302,025                |  
|CASH,
      BEGINNING OF YEAR                               |   | 209,736                |  
|**CASH,
      END OF YEAR**                                 | $ | 511,761                |  
|Cash used in operating activities
      includes:           |   |                        |  
|Bank charges and interest                                   | $ | 46,972                 |  
|Income taxes paid                                           | $ | ---                    |  
|Supplementary information:                                  |   |                        |  
|Shares issued for services                                  | $ | ---                    |  

See accompanying notes to consolidated financial statements.

4

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Titan Trading Analytics Inc. (Titan or the Company)
      was incorporated on November 30, 1993. The Company is a development stage
      company that focuses on developing financial software for market timing,
      trading analytics and automated trading execution. The Company has yet to
      establish profitable business operations and has remained in research and
      development mode since its incorporation.                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 significant doubt on the
      validity of this assumption. The Company has incurred significant
      operating losses over the past several fiscal years and has an accumulated
      deficit of $23,074,231 at October 31, 2011 (2010 - $20,043,530).                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Management has evaluated the Companys alternatives to
      enable it to pay its liabilities as they become due and payable in the
      next twelve-month period, including reducing or postponing expenditures
      and obtaining additional or new financing in order to advance its business
      plan. The Company believes these measures will provide liquidity for it to
      continue as a going concern throughout fiscal 2012. However, management
      can provide no assurance thereon.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | If the going concern assumption was not appropriate for
      these consolidated financial statements, then adjustments would be
      necessary in the carrying value of assets and liabilities, the reported
      expenses and the balance sheet classifications used.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements are prepared in
      accordance with Canadian generally accepted accounting principles (GAAP)
      with the Canadian dollar as the Companys functional and reporting
      currency. The following is a summary of the significant accounting
      policies used in the preparation of these consolidated financial
      statements.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements include the
      accounts of the Company and its wholly owned integrated subsidiaries,
      Titan Trading GP Inc., Titan Trading Corp., Titan Holdings USA, LLC and
      Titan Trading USA, LLC. All significant inter-company balances and
      transactions have been eliminated on
consolidation.                                                                                                                                                         

5

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Cash equivalents include highly liquid investments that
      are readily convertible to known amounts of cash and which are subject to
      an insignificant risk of change in value, with an original maturity of
      less than three months at the time of purchase.                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Research and Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Research costs are expensed when incurred. Development
      costs are expensed when incurred prior to the establishment of technical
      feasibility. Subsequent to the establishment of technical feasibility, the
      costs associated with the development of a commercial product for which
      adequate resources exist to market the product are capitalized as software
      and systems development. Capitalization of development costs ceases when
      the product is available for general release to customers. There were no
      development costs capitalized during the year ended October 31,
    2011.                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Computer equipment is recorded at cost less accumulated
      amortization and is amortized at 30% declining balance per
annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Office furniture is recorded at cost less accumulated
      amortization and is amortized at 20% declining balance per
annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Leasehold improvements are recorded at cost less
      accumulated amortization and are amortized over the lease term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company makes periodic reviews for impairment of
      long-lived assets whenever events or changes in circumstances indicate
      that the carrying amount of an asset may not be recoverable. The carrying
      value of the assets would be written down to fair value when undiscounted
      future cash flows expected to result from the use of an asset and its
      eventual disposition are less than its carrying amount.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Technology Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | All rights to intellectual property and the mutual
      covenants and agreements related to the products of Titan (the IP) are
      recorded at cost where the rights have been acquired in transactions with
      related parties, the cost is deemed to be the carrying value prior to the
      transaction and any difference between fair value and consideration paid
      is recorded to deficit.                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Effective November 1, 2010, the Company revised the
      estimated useful life of the technology rights from indefinite to 10
      years. Technology rights are amortized over their estimated useful lives
      using the straight- line method. This change in accounting estimate has
      been applied prospectively to the consolidated financial statements and
      has resulted in an increase in amortization expense of $39,800 for the
      year ended October 31, 2011 (Note 5). The estimated annual impact of this
      change in accounting estimate is an increase in amortization expense of
      $39,800 per year for the period to October 2021.

6

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Deferred Lease Inducement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Lease inducements received in the form of contributions
      towards leasehold improvement costs are amortized over the term of the
      lease as a reduction of rent expense, which is included in general and
      administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Convertible Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Companys convertible debentures are considered to be
      a compound financial instrument that contains both a debt component and an
      equity component.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On issuance of the convertible debentures, the fair value
      of the equity component is determined using the Trinomial Barrier Model.
      This model requires the input of a number of assumptions including
      dividend yields, expected stock price volatility, expected time until
      conversion and risk-free interest rates. The value is recorded as equity
      and the remainder of the proceeds are allocated as a separate component of
      debt. Transaction costs are appointed between the debt and equity
      components based on their respective carrying amounts when the instruments
      are issued.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On conversion, the carrying amount of the debt component
      and the equity component are transferred to share capital. In the event
      that the instrument is settled in cash, the transaction is treated as an
      extinguishment of the convertible debenture and a gain or loss on the
      extinguishment of the liability component is recognized in the current
      period operations while any gain or loss on the equity component is
      applied to contributed surplus.                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The interest cost recognized in respect of the debt
      component represents the accretion of the liability over its expected life
      using the effective interest method, to the amount that would be payable
      upon redemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Future Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company follows the asset and liability method of
      accounting for income taxes. Under this method, current income taxes are
      recognized for the estimated income taxes payable for the current year.
      Future income tax assets and liabilities are recognized for temporary
      differences between the tax and accounting bases of assets and
      liabilities. Future income tax assets and liabilities are measured using
      substantively enacted income tax rates expected to apply to taxable income
      in the years in which temporary differences are expected to be recovered
      or settled. Future tax assets are recognized only to the extent that, in
      the opinion of management, it is more likely than not that the future
      income tax assets will be realized.

7

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Companys functional and reporting currency is the
      Canadian dollar. The accounts of subsidiaries, which are integrated
      operations, are translated to Canadian dollars using the temporal method.
      Under this method, monetary assets and liabilities are translated at the
      year-end exchange rate. Non-monetary assets and liabilities are translated
      at rates of exchange in effect when the assets were acquired or
      liabilities incurred. Revenue and expenses are translated at the rates of
      exchange prevailing on the dates such items are recognized in operations
      (except for amortization, which is translated at the same rate as the
      related asset). Exchange gains and losses are included in the statements
      of operations.                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The preparation of financial statements in conformity
      with GAAP requires management to make estimates and assumptions that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements
      and the reported amounts of revenues and expenses during the reporting
      period. Actual results could differ from those estimates. The significant
      estimates used by management include valuation allowances for future
      income taxes, rates and useful lives for the amortization of property and
      equipment and technology rights, fair value of financial instruments, and
      determining the fair value of stock-based compensation and the valuation
      of warrants and equity portion of convertible debentures.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Equity Unit Offerings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The proceeds from the issuance of equity units are
      allocated between common shares and common share purchase warrants on a
      pro-rata basis based on relative fair values using the market trading
      price and the Black-Scholes option pricing model for the shares and
      warrants, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic loss per share is determined by dividing net loss
      by the weighted average number of common shares outstanding during the
      year. The Company uses the treasury stock method to determine the dilutive
      effect of stock options, warrants and similar instruments. Under this
      method the dilutive effect on earnings per share is calculated presuming
      the exercise of outstanding options, warrants and similar instruments. It
      assumes that proceeds received from such exercise would be used to
      repurchase common shares at the average market price during the year.
      However, the calculation of diluted loss per share excludes the effects of
      various conversions and exercise of options and warrants that would be
      anti-dilutive.                                             

8

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company accounts for stock-based compensation using a
      fair value based method with respect to all stock-based payments to
      directors, employees and non-employees. For directors and employees, the
      fair value of the options is measured at the date of grant. For
      non-employees, the fair value of the options is measured on the earlier of
      the date at which the counterparty performance is completed or the date
      the performance commitment is reached or the date at which the equity
      instruments are granted if they are fully vested and non-forfeitable. For
      directors, employees and non-employees, the fair value of the options is
      accrued and charged to operations, with the offset credit to contributed
      surplus, over the vesting period. If and when the stock options are
      exercised, the applicable amounts from contributed surplus are transferred
      to share capital.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Non-monetary Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | All non-monetary transactions are measured at the fair
      value of the asset surrendered or the asset received, whichever is more
      reliable, unless the transaction lacks commercial substance. The
      commercial substance requirement is met when the future cash flows are
      expected to change significantly as a result of the transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | All financial instruments are classified as one of the
      following: held-to-maturity, loans and receivables, held-for-trading,
      available-for-sale or other financial liabilities. Financial assets and
      liabilities held-for- trading are measured at fair value with gains and
      losses recognized in net income (loss). Financial assets held-to-maturity,
      loans and receivables, and other financial liabilities are measured at
      amortized cost. Available-for-sale instruments are measured at fair value
      with unrealized gains and losses recognized in other comprehensive income
      (loss) and reported in shareholders equity. Any financial instrument may
      be designated as held-for-trading upon initial recognition.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Transaction costs that are directly attributable to the
      acquisition or issue of financial instruments that are classified as other
      than held-for-trading, which are expensed as incurred, are included in the
      initial carrying value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Fair Value Hierarchy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company provides information about its financial
      instruments measured at fair value at one of three levels according to the
      relative reliability of the inputs used to estimate the fair
  value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- Level 1  quoted prices (unadjusted) in active markets for identical
  assets or liabilities;
- Level 2  inputs other than quoted prices included in Level 1 that are
  observable for the asset or liability, either directly (i.e., as prices) or
  indirectly (i.e., derived from prices); and
- Level 3  inputs for the asset or liability that are not based on
  observable market data (unobservable inputs).

9

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
      PRESENTATION (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Future Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | International Financial Reporting Standards
    (IFRS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In 2008, the Canadian Accounting Standards Board
      confirmed that the transition to IFRS from Canadian GAAP will be effective
      for fiscal years beginning on or after January 1, 2011 for publicly
      accountable enterprises. IFRS will be effective for the Company for
      interim and annual financial statements relating to the Companys fiscal
      year beginning on November 1, 2011. The effective date will require the
      restatement for comparative purposes of amounts reported by the Company
      for interim periods and for the year ended October 31, 2011.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has completed a comprehensive review of its
      accounting policy options under IFRS, evaluated the impact of the
      conversion on the Companys consolidated financial statements and is in
      the process of preparing an opening balance sheet for November 1, 2010
      under IFRS.                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | SHORT-TERM INVESTMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Short-term investments consist of a $500,000 variable
      rate guaranteed investment certificate bearing interest at prime less
      1.95%, maturing August 24, 2012, and a $60,000 (2010 - $60,000) guaranteed
      investment certificate bearing interest at prime less 2.05%, maturing
      August 31, 2012. The $60,000 investment is collateral for a letter of
      credit, which has been issued by the Company for their leased
    premises.                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2011
    
    
    2010Accumulated
    
    
    Net Book
    
    
    
    
    
    Accumulated
    
    
    Net BookCost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueComputer equipment
    $
    327,647
    
    $
    258,734
    
    $
    68,913
    
    $
    328,865
    
    $
    222,256
    
    $
    106,609Office furniture
    
    88,349
    
    
    51,180
    
    
    37,169
    
    
    88,349
    
    
    41,643
    
    
    46,706Leasehold improvements
    
    589,908
    
    
    435,736
    
    
    154,172
    
    
    589,908
    
    
    317,755
    
    
    272,153$
    1,005,904
    
    $
    745,650
    
    $
    260,254
    
    $
    1,007,122
    
    $
    581,654
    
    $
    425,468


10

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|5. | TECHNOLOGY RIGHTS                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|   | During the year ended October 31, 2010, the Company
      purchased all rights to the algorithm and codes for software from a
      non-arms length party in exchange for
$600,000.

| |                                                                                                            |   | 2011     |   |   | 2010     |  
| | ---------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                                                                            |   |          |   |   |          |  
| | Purchase of technology rights                                                                              | $ | 600,000  |   | $ | 600,000  |  
| | Excess of exchange
      amount over carrying value acquired from related party allocated to
      deficit |   | (202,000 | ) |   | (202,000 | )
| |                                                                                                            |   | 398,000  |   |   | 398,000  |  
| | Amortization                                                                                               |   | (39,800  | ) |   | ---      |  
| |                                                                                                            | $ | 358,200  |   | $ | 398,000  |  

|6. | LOANS AND ADVANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended October 31, 2011, the Company
      repaid a loan payable of $2,111 to a director of the Company. The loan was
      non-interest-bearing and unsecured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | CONVERTIBLE DEBENTURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On August 27, 2010, the Company raised $294,000 in
      convertible debentures. The debentures will mature on August 26, 2012 and
      bear interest at 12% per annum. The agreement states that the maturity
      date can be reduced to 12 months at the option of the holder. The
      debentures will be convertible to units at a deemed price of $0.15 per
      unit on or before the maturity date. Each unit consists of one common
      share and one share purchase warrant that is exercisable at a price of
      $0.30 for up to six months from the date of conversion. The debentures
      have an early conversion right whereby if the average trading price per
      share is greater than or equal to $0.40 for a period of 20 consecutive
      trading days, the Company shall have the right to convert the debentures
      at the conversion price at any time prior to the maturity date. The
      debentures have been bifurcated into the liability and equity components
      as follows:

| | Face
      value of convertible debentures                  | $ | 294,000 |  
| | ----------------------------------------------------------- | - | ------- | -
| | Portion of
      convertible debentures allocated to equity |   | (11,564 | )
| |                                                             |   |         |  
| | Portion of convertible debenture allocated to liability     |   | 282,436 |  
| | Accretion interest expense                                  |   | 1,073   |  
| |                                                             |   |         |  
| | Balance, October 31, 2010                                   |   | 283,509 |  
| | Accretion interest
      expense                            |   | 5,990   |  
| |                                                             |   |         |  
| | Balance, October
      31, 2011                             | $ | 289,499 |  

11

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|7. | CONVERTIBLE DEBENTURES
  (continued)
|-- | ------------------------------------

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

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

|8. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Authorized                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Unlimited number of common shares without par value
      Unlimited number of preferred shares with no par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Preferred shares may be issued in one or more series and
      the directors are authorized to fix the number of shares in each series
      and determine the designation, rights, privileges and conditions attached
      to the shares of each series.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On December 3, 2010, the Company closed a non-brokered
      private placement of units for gross proceeds of $1,022,125. The Company
      issued 10,221,250 units at $0.10 per unit. Each unit consists of one
      common share and one-half of one common share purchase warrant. Each whole
      warrant is exercisable into one common share at a price of $0.30 expiring
      December 3, 2012. Of the total proceeds, $893,568 and $128,557 have been
      allocated to common shares and warrants, respectively, using the relative
      fair value method. The Company paid a total of $88,250 in finders fees
      and incurred other share issue costs of $6,206.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On June 10, 2011, the Company closed a non-brokered
      private placement of units for gross proceeds of $1,948,400. The Company
      issued 19,484,000 units at $0.10 per unit. Each unit consists of one
      common share and one common share purchase warrant. Each warrant is
      exercisable into one common share at a price of $0.33 expiring June 10,
      2013. Of the total proceeds, $1,618,472 and $329,928 have been allocated
      to common shares and warrants, respectively, using the relative fair value
      method. The Company paid a total of $38,640 in finders fees and incurred
      other share issue costs of $10,998.                     

12

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On May 27, 2010, the Company closed a non-brokered
      private placement of units for gross proceeds of $902,250. The Company
      issued 4,511,250 units at $0.20 per unit. Each unit consists of one common
      share and one common share purchase warrant. Each warrant is exercisable
      into one common share at a price of $0.30, expiring May 27, 2012. Of the
      gross proceeds, $661,370 and $240,880 have been allocated to common shares
      and warrants, respectively, using the relative fair value method. The
      Company paid a total of $4,000 in finders fees and incurred other share
      issue costs of $6,067.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 12, 2010, the Company closed a non-brokered
      private placement of units, for gross proceeds of $1,982,450. The Company
      issued 19,824,500 units at $0.10 per unit. Each unit consists of one
      common share and one warrant. Each warrant is exercisable into one common
      share at a price of $0.30, expiring October 12, 2012. Of the gross
      proceeds, $1,600,389 and $382,061 have been allocated to common shares and
      warrants, respectively, using the relative fair value method. The common
      shares and warrants comprising the units and the common shares issuable
      upon exercise of the warrants are subject to a four- month restricted
      period, which expired February 12, 2011. The Company paid a total of
      $14,500 in finders fees to arms length parties and incurred other share
      issue costs of $11,630.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 20, 2010, the Company closed a non-brokered
      private placement of units, for gross proceeds of $45,000. The Company
      will issue 450,000 units at $0.10 per unit. Each unit consists of one
      common share and one warrant. Each warrant is exercisable into one common
      share at a price of $0.30 expiring October 12, 2012. The common shares and
      warrants comprising the units and the common shares issuable upon exercise
      of the warrants are subject to a four-month restricted period, which
      expired February 20, 2011. Of the gross proceeds, $35,063 and $9,937 have
      been allocated to common shares and warrants, respectively, using the
      relative fair value method. The Company paid $1,089 in share issue
      costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Under the Companys stock option plan, options to
      purchase common shares of the Company may be granted to directors,
      officers, employees and consultants of the Company. These options entitle
      the holder to purchase one common share at a subscription price that shall
      not be less than that which may be acceptable to any stock exchange on
      which the Companys shares are traded. The number of common shares
      reserved for issuance, within a one-year period, to any one optionee shall
      not exceed 5% of the outstanding common shares. The maximum number of
      common shares reserved for issuance at any time may not exceed 20% of the
      number of outstanding common shares. The Board of Directors determine the
      time during which options shall vest and the method of vesting, provided
      that the options shall not vest on more favourable terms than one-third of
      the total number of options granted on the date of grant and on each of
      the 12-month and 18-month anniversaries of the date of grant. Options
      expire no later than the tenth anniversary of the date of grant or as
      determinined by the Committee. All rights to purchase shares pursuant to
      the plan terminate: (i) if the optionee shall no longer be a director or
      officer of, be in the employ of, or be providing ongoing management or
      consulting services to the Company at a certain date (the Cessation
      Date) the option shall terminate

13

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | on the earlier of the expiry date of the option and a
      reasonable period (the Cancellation Period) following the Cessation Date
      where the Cancellation Period shall be at the discretion of the Committee
      on a case-by- case basis optionee ceasing to be a director, officer,
      employee or consultant; or (ii) within 12 months after the death of an
      optionee, unless exercised within that period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following table summarizes the activity of stock
      options as follows:                                                                                                                                                                                                                                                                                                                                                     

| |                                  |  | 2011       |   |   | **2010**         | 
| | -------------------------------- |  | ---------- | - | - | ---------------- | 
| |                                  |  |            |   |   |                  | 
| |                                  |  | Number of  |   |   | Weighted-Average | 
| |                                  |  | Options    |   |   | Exercise Price   | 
| | Outstanding at beginning of year |  | 11,390,000 |   | $ | 0.29             | 
| | Granted                          |  | 12,940,000 |   | $ | 0.13             | 
| | Forfeited                        |  | (1,188,331 | ) | $ | 0.18             | 
| | Expired/cancelled                |  | (4,055,003 | ) | $ | 0.34             | 
| |                                  |  |            |   |   |                  | 
| | Outstanding at end
      of year |  | 19,086,666 |   | $ | 0.18             | 
| | Exercisable at end of year       |  | 10,276,667 |   | $ | 0.21             | 

14

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|   | Stock Options (continued)                                                                                         
|   |                                                                                                                   
|   | The following table summarizes information on stock
      options outstanding and exercisable at October 31,
2011:

Number
    Number
    ExpiryExercise
      Price
    Outstanding
    Exercisable
    Date0.30
    1,285,000
    1,285,000
    January 8, 2012
    (*)0.50
    50,000
    50,000
    August 15, 20120.37
    520,000
    520,000
    January 28, 20130.50
    60,000
    60,000
    February 4, 20130.335
    150,000
    150,000
    July 8, 20130.30
    900,000
    900,000
    August 12, 20130.16
    1,400,000
    350,000
    October 4, 20130.36
    175,000
    175,000
    November 7, 20130.305
    50,000
    50,000
    January 26, 20140.33
    830,000
    830,000
    March 6, 20140.25
    1,000,000
    1,000,000
    November 13, 20140.17
    1,010,000
    1,010,000
    March 3, 20150.17
    100,000
    66,666
    May 28, 20150.10
    50,000
    50,000
    October 15, 20150.11
    1,930,000
    643,333
    November 3, 20150.13
    300,000
    200,000
    November 16, 20150.14
    3,770,000
    1,256,666
    November 24, 20150.13
    500,000
    ---
    December 3, 20150.13
    200,000
    66,667
    December 22, 20150.10
    2,000,000
    666,668
    March 15, 20160.10
    50,000
    16,666
    March 31, 20160.10
    1,116,666
    383,334
    June 1, 20160.15
    140,000
    46,667
    September 20, 20160.14
    1,500,000
    500,000
    October 12, 201619,086,666
    10,276,667


(*)Options expired unexercised

The weighted average remaining
contractual life of stock options outstanding at October 31, 2011 is 3.3 years.

15

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|   | Stock Options (continued)                                                                                         
|   |                                                                                                                   
|   | The following table summarizes information on stock
      options outstanding and exercisable at October 31,
2010:

| |                | Number      | Number      | Expiry           
| | -------------- | ----------- | ----------- | -----------------
| | Exercise Price | Outstanding | Exercisable | Date             
| | 0.315          | 360,000     | 360,000     | June 23, 2011    
| | 0.30           | 1,560,000   | 1,560,000   | January 8, 2012  
| | 0.69           | 200,000     | 200,000     | June 28, 2012    
| | 0.50           | 50,000      | 50,000      | August 15, 2012  
| | 0.37           | 1,085,000   | 1,085,000   | January 28, 2013 
| | 0.50           | 190,000     | 190,000     | February 4, 2013 
| | 0.34           | 50,000      | 50,000      | June 24, 2013    
| | 0.335          | 150,000     | 150,000     | July 8, 2013     
| | 0.30           | 900,000     | 900,000     | August 12, 2013  
| | 0.36           | 510,000     | 510,000     | August 15, 2013  
| | 0.36           | 350,000     | 350,000     | November 7, 2013 
| | 0.305          | 50,000      | 50,000      | January 26, 2014 
| | 0.33           | 1,205,000   | 1,205,000   | March 6, 2014    
| | 0.355          | 600,000     | 600,000     | April 21, 2014   
| | 0.25           | 1,300,000   | 433,334     | November 13, 2014
| | 0.27           | 25,000      | 8,334       | November 25, 2014
| | 0.17           | 1,405,000   | 468,336     | March 3, 2015    
| | 0.17           | 1,350,000   | 450,000     | May 28, 2015     
| | 0.10           | 50,000      | ---         | October 15, 2015 
| |                |             |             |                  
| |                | 11,390,000  | 8,620,004   |                  

The weighted average remaining
contractual life of stock options outstanding at October 31, 2010 is 3.1 years.

The Company uses the Black-Scholes
option pricing model to value the options and warrants included in the units of
the private placements at each grant date using the following weighted-average
assumptions:

Options
    Warrants2011
    2010
    2011
    2010Weighted-average grant date fair value per
      share option or warrant
    0.10
    0.19
    0.02
    0.03Expected dividend rate
    0%
    0%
    0%
    0%Expected volatility
    109%
    116%
    90%
    94%Risk-free interest rate
    2.05%
    2.55%
    1.48%
    1.42%Expected life of options or warrants in years
    5 yrs.
    5 yrs.
    2 yrs.
    2 yrs.


16

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)                                                          
|-- | -----------------------------------------------------------------------------------
|   |                                                                                    
|   | Stock-based Compensation                                                           
|   |                                                                                    
|   | The stock-based compensation relates to compensation for
      services as follows:

| |                                  |   | 2011    |  |   | 2010    |  |   | 2009    | 
| | -------------------------------- | - | ------- |  | - | ------- |  | - | ------- | 
| | Research and development         | $ | 204,508 |  | $ | 142,626 |  | $ | 277,890 | 
| | General and
      administrative |   | 642,332 |  |   | 480,924 |  |   | 530,041 | 
| |                                  | $ | 846,840 |  | $ | 623,550 |  | $ | 807,931 | 

As at October 31, 2011, the unamortized
compensation expense for all outstanding options is $404,341.

As at October 31, 2011, the aggregate
intrinsic value of the outstanding and exercisable stock options is $Nil.

Warrants

The following table summarizes the
activity of warrants:

| |                                  |  | 2011       |   |   | 2010             | 
| | -------------------------------- |  | ---------- | - | - | ---------------- | 
| |                                  |  |            |   |   |                  | 
| |                                  |  | Number of  |   |   | Weighted-Average | 
| |                                  |  | Warrants   |   |   | Exercise Price   | 
| | Outstanding at beginning of year |  | 34,650,834 |   | $ | 0.35             | 
| | Issued                           |  | 24,594,625 |   | $ | 0.32             | 
| | Expired/cancelled                |  | (3,569,584 | ) | $ | 0.53             | 
| | Returned to
      treasury       |  | ---        |   |   | ---              | 
| |                                  |  |            |   |   |                  | 
| | Outstanding at end
      of year |  | 55,675,875 |   | $ | 0.33             | 

17

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|8. | SHARE CAPITAL (continued)
|-- | -------------------------

Warrants (continued)

The following table summarizes
information on warrants outstanding and exercisable at October 31, 2011:

| |                |  | Number      |  |  |                  |    
| | -------------- |  | ----------- |  |  | ---------------- | ---
| | Exercise Price |  | Outstanding |  |  | Expiry Date      |    
| |                |  |             |  |  |                  |    
| | $ 0.40         |  | 1,017,500   |  |  | July 29, 2012    |    
| | $ 0.40         |  | 2,500,000   |  |  | August 19, 2012  |    
| | $ 0.50         |  | 2,778,000   |  |  | October 15, 2013 | (*)
| | $ 0.30         |  | 4,511,250   |  |  | May 27, 2012     |    
| | $ 0.30         |  | 19,824,500  |  |  | October 12, 2012 |    
| | $ 0.30         |  | 450,000     |  |  | October 20, 2012 |    
| | $ 0.30         |  | 5,110,625   |  |  | December 3, 2012 |    
| | $
      0.33   |  | 19,484,000  |  |  | June 10, 2013    |    
| |                |  | 55,675,875  |  |  |                  |    

(*) During the year ended October 31,
2011, the Company extended the expiry date of the warrants. The extension
resulted in an additional fair value of $74,467 and it is recorded as an
increase to warrants and an increase in deficit.

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

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

(*) During the year ended October 31,
2010, the Company extended the expiry date of the warrants. The extension
resulted in an additional fair value of $162,817 and it is recorded as an
increase to warrants and an increase in deficit.

18

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|9. | INCOME TAXES                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                            
|   | Income tax expense differs from the amounts computed by
      applying the statutory income tax rates to loss before income taxes. A
      reconciliation of the differences is as
follows:

| |                                 |   | 2011     |   |   | 2010     |   |   | 2009       |  
| | ------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
| |                                 |   |          |   |   |          |   |   |            |  
| | Tax recovery at statutory rates | $ | (785,183 | ) | $ | (838,498 | ) | $ | (1,026,160 | )
| | Foreign rate differential       |   | (115,021 | ) |   | (56,806  | ) |   | (20,106    | )
| | Non-deductible expenses         |   | 225,911  |   |   | 186,251  |   |   | 61,260     |  
| | Other temporary differences     |   | (60,679  | ) |   | 31,470   |   |   | (28,157    | )
| | Unrecognized tax losses         |   | 734,972  |   |   | 677,583  |   |   | 1,013,163  |  
| |                                 |   |          |   |   |          |   |   |            |  
| | Tax expense                     | $ | ---      |   | $ | ---      |   | $ | ---        |  

The tax effect of significant temporary
differences is as follows:

| |                                                           |   | 2011       |   |   | 2010       |   |   | 2009       |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                           |   |            |   |   |            |   |   |            |  
| | Operating loss carry-forwards                             | $ | 4,650,955  |   | $ | 3,990,920  |   | $ | 3,595,119  |  
| | Other temporary
      differences                         |   | 274,614    |   |   | 210,281    |   |   | 98,064     |  
| | Future income tax assets before valuation
      allowance |   | 4,925,569  |   |   | 4,201,201  |   |   | 3,693,183  |  
| | Valuation
      allowance                                 |   | (4,925,569 | ) |   | (4,201,201 | ) |   | (3,693,183 | )
| |                                                           |   |            |   |   |            |   |   |            |  
| |                                                           | $ | ---        |   | $ | ---        |   | $ | ---        |  

The Company has determined that
realization of its future income tax assets is not more likely than not and,
therefore, a full valuation allowance against the future income tax assets has
been recorded. The losses expire as follows:

| |      |   | Loss carry-     |  |   |                     |  |   |            | 
| | ---- | - | --------------- |  | - | ------------------- |  | - | ---------- | 
| |      |   | forwards in the |  |   | Loss carry-forwards |  |   |            | 
| |      |   | United States   |  |   | in Canada           |  |   | Total      | 
| |      |   |                 |  |   |                     |  |   |            | 
| | 2014 | $ | ---             |  | $ | 458,893             |  | $ | 458,893    | 
| | 2015 |   | ---             |  |   | 1,353,827           |  |   | 1,353,827  | 
| | 2026 |   | 173,617         |  |   | 3,335,206           |  |   | 3,508,823  | 
| | 2027 |   | 318,554         |  |   | 2,053,302           |  |   | 2,371,856  | 
| | 2028 |   | 668,114         |  |   | 1,874,337           |  |   | 2,542,451  | 
| | 2029 |   | 335,681         |  |   | 2,224,412           |  |   | 2,560,093  | 
| | 2030 |   | 831,308         |  |   | 1,484,009           |  |   | 2,315,317  | 
| | 2031 |   | 1,394,187       |  |   | 605,944             |  |   | 2,000,131  | 
| |      |   |                 |  |   |                     |  |   |            | 
| |      | $ | 3,721,461       |  | $ | 13,389,930          |  | $ | 17,111,391 | 

19

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|10. | RELATED PARTY TRANSACTIONS                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|    | Included in the consolidated financial statements are the
      following related party transactions not disclosed
  elsewhere:

| |                                |   | 2011    |  |   | 2010    |  |   | 2009    | 
| | ------------------------------ | - | ------- |  | - | ------- |  | - | ------- | 
| | Management and consulting fees | $ | 414,024 |  | $ | 382,241 |  | $ | 94,500  | 
| | Research and development       | $ | 120,000 |  | $ | 120,000 |  | $ | 237,574 | 
| | Finders fees                  | $ | ---     |  | $ | 10,000  |  | $ | ---     | 

|    | Management and consulting fees are paid to directors and
      officers of the Company and are reflected in general and administrative
      expenses.                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                       
|    | Research and development fees are paid to directors of
      the Company and companies controlled by directors.                                                       
|    |                                                                                                                                                                       
|    | Included in accounts payable and accrued liabilities is
      $1,554 (2010 - $26,614) payable to directors of the Company and companies
      controlled by directors.
|    |                                                                                                                                                                       
|    | The related party transactions are recorded at the
      exchange amount, which is the amount of consideration established and
      agreed to by the related parties.
|    |                                                                                                                                                                       
|11. | COMMITMENTS                                                                                                                                                           
|    |                                                                                                                                                                       
|    | The Company has lease agreements for its offices with
      minimum annual payments until expiration of the leases as
  follows:                                      

| | Year |   | Total   | 
| | ---- | - | ------- | 
| |      |   |         | 
| | 2012 | $ | 101,113 | 
| | 2013 |   | 44,576  | 
| | 2014 |   | 45,787  | 
| | 2015 |   | 51,688  | 
| | 2016 |   | 8,784   | 
| |      | $ | 251,948 | 

20

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|12. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Financial Risk Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company has classified its financial instruments as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Cash and short-term investments are classified as
      held-for-trading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Accounts payable, loans and advances, and convertible
      debentures are classified as other financial liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Companys activities are exposed to a variety of
      financial risks: credit risk, foreign currency risk, interest rate risk,
      financial market risk and liquidity risk. The Companys overall risk
      management program focuses on the unpredictability of financial and
      economic markets and seeks to minimize potential adverse effects on the
      Companys financial performance. Risk management is carried out by
      financial management in conjunction with overall corporate governance. The
      Companys exposure to and management of credit risk, market risk and
      liquidity risk related to financial instruments below have not changed for
      the 2011 fiscal year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                              |   | 2011      |  |   | 2010    | 
| | ---------------------------- | - | --------- |  | - | ------- | 
| | Cash                         | $ | 511,761   |  | $ | 209,736 | 
| | Short-term
      investments |   | 561,002   |  |   | 60,000  | 
| |                              |   |           |  |   |         | 
| |                              | $ | 1,072,763 |  | $ | 269,736 | 

21

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|12. | FINANCIAL INSTRUMENTS (continued)                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                   
|13. | SEGMENTED INFORMATION                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                   
|    | The Company operates in one industry, the software
      development industry, and in two geographical segments, Canada and United
      States. The significant asset categories identifiable with these
      geographical areas are as follows:

2011
    
    
    2010Canada
    
    
    United States
    
    
    Total
    
    
    Canada
    
    
    United States
    
    
    TotalCash
    $
    314,837
    
    $
    196,924
    
    $
    511,761
    
    $
    145,791
    
    $
    63,945
    
    $
    209,736Short-term investments
    
    561,002
    
    
    ---
    
    
    561,002
    
    
    60,000
    
    
    ---
    
    
    60,000Property and equipment
    
    257,856
    
    
    2,398
    
    
    260,254
    
    
    422,041
    
    
    3,426
    
    
    425,467Technology rights
    
    358,200
    
    
    ---
    
    
    358,200
    
    
    398,000
    
    
    ---
    
    
    398,000Other assets
    
    47,781
    
    
    19,631
    
    
    67,412
    
    
    71,890
    
    
    ---
    
    
    71,890$
    1,539,676
    
    $
    218,953
    
    $
    1,758,629
    
    $
    1,097,722
    
    $
    67,371
    
    $
    1,165,093


22

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|14. | ACCRUED LIABILITIES                                                   
|--- | ----------------------------------------------------------------------
|    |                                                                       
|    | The Companys accrued liabilities include the following
      amounts:

| |                             |   | 2011   |  |   | 2010   | 
| | --------------------------- | - | ------ |  | - | ------ | 
| | Due to employees            | $ | ---    |  | $ | 12,699 | 
| | Due to taxation authorities |   | ---    |  |   | 8,606  | 
| | Others                      |   | 50,000 |  |   | 57,248 | 
| |                             | $ | 50,000 |  | $ | 78,553 | 

|15. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Companys objectives when managing its capital are to
      safeguard the Companys ability to pursue research and development of its
      software and meet its ongoing operating expenditures while at the same
      time providing adequate capital to fund the Companys growth, without
      unwarranted dilution of the current shareholders.
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Company defines its capital as its convertible debt
      and the components of shareholders equity.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Company sets the amount of capital in proportion to
      risk and manages the capital structure and makes adjustments to it for
      changes in economic conditions and the risk characteristics of its
      underlying assets. Since inception, the Company has financed its liquidity
      needs through private placements.                    
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | In order to maximize ongoing research and development of
      its software, the Company does not pay out dividends.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Company expects its current capital resources will be
      sufficient to carry out its research and development of the
    software.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Company is not subject to any externally imposed
      capital requirements. There have been no changes to capital management by
      the Company during the year ended October 31,
2011.                                                                                                                                                            

23

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company prepares its consolidated financial
      statements in accordance with Canadian GAAP. There are no material
      variations between the financial position of the Company and the results
      of operations and cash flows under Canadian GAAP and US GAAP, except as
      follows.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Technology Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Under US GAAP, transactions with related party are
      measured at the exchange amount, which is the amount of consideration
      agreed upon by the transacting parties. For the acquisition of technology
      rights in the year ended October 31, 2010, the exchange amount was
      $600,000. For Canadian GAAP purposes, transactions with related parties
      not in the normal course of business where the amount of exchange is not
      supported by independent evidence are measured at the carrying value to
      the related party, which is $398,000, with any discrepancy recorded as a
      charge to deficit.                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Convertible Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Under US GAAP, convertible debt instruments are
      classified as debt until converted to equity unless the conversion is in
      the money at the date of issuance. The conversion feature of convertible
      debentures is recognized separately only if the effective conversion rate
      is less than the market price of the common stock at the commitment date.
      Under Canadian GAAP, the convertible debenture is bifurcated into a debt
      component and an equity component. The effect of recording the convertible
      debentures entirely as debt would be to reduce accretion expense by $5,990
      (2010 - $1,073).                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Under US GAAP, the measurement date for stock-based
      compensation to non-employees for goods or services rendered should be the
      earlier of the date on which the recipient completes performance or the
      date on which a performance commitment is reached. For measurement
      purposes, Canadian GAAP specifies the same two conditions under US GAAP
      described above and also lists a third condition, namely, the date at
      which the equity instruments are granted if they are fully vested and
      non-forfeitable at that date. In fiscal 2009, stock-based compensation
      recorded for 200,000 common shares issued to consultants for their
      services would be lower for US GAAP purposes by
$19,000.

24

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)
|--- | -------------------------------------------------------------------------------------------------
|    |                                                                                                  
|    | The impact of these differences is as
  follows:                                                 

| | Consolidated Statements of Operations and
      Comprehensive Loss |  
| | ------------------------------------------------------------------ | -
| |                                                                    |  
| |                                                                    |  
| |                                                                    |  
| |                                                                    |  
| | Net loss and comprehensive loss for the
      year Canadian GAAP   | $
| | Amortization of technology rights                                  |  
| | Stock-based compensation                                           |  
| | Accretion interest
      on convertible debentures                 |  
| | Net loss and comprehensive loss for the year  US GAAP             | $
| |                                                                    |  
| | Loss per share  Basic and diluted 
      Canadian GAAP           | $
| | Loss per share 
      Basic and diluted  US GAAP                 | $
| | Weighted average number of common shares outstanding               |  

| | Consolidated Statements of Cash
      Flows                                  |  
| | ---------------------------------------------------------------------------- | -
| |                                                                              |  
| |                                                                              |  
| |                                                                              |  
| |                                                                              |  
| | Net loss for the year  Canadian GAAP                                        | $
| | Amortization of technology rights                                            |  
| | Accretion interest on convertible debentures                                 |  
| |                                                                              |  
| | Net loss for the year  US GAAP                                              | $
| |                                                                              |  
| | Cash used in operating activities 
      Canadian and US GAAP               | $
| | Cash provided by (used in) investing activities  Canadian
      and US GAAP |  
| | Cash provided by financing activities 
      Canadian and US GAAP           |  
| | Effect of foreign
      exchange on cash                                     |  
| | Increase (decrease) in cash during the year                                  |  
| | Cash, beginning of
      year                                                |  
| |                                                                              |  
| | Cash, end of year
       US GAAP                                            | $

25

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)
|--- | -------------------------------------------------------------------------------------------------

| | Consolidated Balance Sheets                                      |  
| | ---------------------------------------------------------------- | -
| |                                                                  |  
| |                                                                  |  
| | Total assets  Canadian GAAP                                     | $
| | Technology rights
       exchange amount adjustment             |  
| | Total assets  US GAAP                                           | $
| |                                                                  |  
| | Total liabilities  Canadian GAAP                                | $
| | Convertible debentures  accretion interest                      |  
| | Convertible debentures  equity component                        |  
| | Total liabilities
       US GAAP                                |  
| |                                                                  |  
| | Share capital  Canadian GAAP                                    |  
| | Warrants  Canadian GAAP                                         |  
| | Contributed surplus  Canadian GAAP                              |  
| | Convertible debentures  equity component 
      Canadian GAAP  |  
| | Convertible
      debentures  equity component                  |  
| | Convertible debentures equity  US GAAP                          |  
| |                                                                  |  
| | Deficit  Canadian GAAP                                          |  
| | Accretion interest                                               |  
| | Technology rights                                                |  
| | Deficit  US GAAP                                                |  
| | Total shareholders' equity  Canadian GAAP                       |  
| | Total
      shareholders' equity  US GAAP                       |  
| |                                                                  |  
| | Total liabilities
      and shareholders' equity  Canadian GAAP |  
| | Total liabilities and shareholders' equity  US GAAP             | $

26

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Recent Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In January 2010, the Financial Accounting Standards Board
      (FASB) issued Accounting Standards Update (ASU) 2010-06 Fair Value
      Measurements and Disclosures (Topic 820)  Improving Disclosures about
      Fair Value Measurements. This ASU requires new disclosures and
      clarifies certain existing disclosure requirements about fair value
      measurements. ASU 2010-06 requires a reporting entity to disclose
      significant transfers in and out of Level 1 and Level 2 fair value
      measurements, to describe the reasons for the transfers and to present
      separately information about purchases, sales, issuances and settlements
      for fair value measurements using significant unobservable inputs. ASU
      2010-06 is effective for interim and annual reporting periods beginning
      after December 15, 2009, except for the disclosures about purchases,
      sales, issuances and settlements in the roll-forward of activity in Level
      3 fair value measurements, which is effective for interim and annual
      reporting periods beginning after December 15, 2010.                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In January 2010, the FASB issued ASU No. 2010-05
      Compensation - Stock Compensation (Topic 718). This accounting
      standards update codifies EITF Topic D-110, Escrowed Share Arrangements
      and the Presumption of Compensation. When evaluating whether presumption
      of compensation has been overcome, registrants should consider the
      substance of the arrangement, including whether the arrangement was
      entered into for purposes unrelated to, and not contingent upon, continued
      employment. An escrowed share arrangement in which the shares are
      automatically forfeited if employment terminates is
compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In April 2010, the FASB issued ASU No. 2010-13
      Compensation  Stock Compensation (Topic 718).The objective of
      this update is to address the classification of an employee share-based
      payment award with an exercise price denominated in the currency of a
      market in which the underlying equity security trades. It provides
      guidance on the classification of a share-based payment award as either
      equity or a liability. A share-based payment award that contains a
      condition that is not a market, performance or service condition is
      required to be classified as a liability. The amendments in this update
      are effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2010. The amendments in this
      update should be applied by recording a cumulative-effect adjustment to
      the opening balance of retained earnings. The cumulative-effect adjustment
      should be calculated for all awards outstanding as of the beginning of the
      fiscal year in which the amendments are initially applied, as if the
      amendments had been applied consistently since the inception of the
      award.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In December 2010, the FASB issued ASU No. 2010-28
      Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of
      the Goodwill Impairment Test for Reporting Units with Zero or Negative
      Carrying Amounts.This ASU reflects the decision reached in EITF Issue
      No. 10-A. The amendments in this ASU modify Step 1 of the goodwill
      impairment test for reporting units with zero or negative carrying
      amounts. For those reporting units, an entity is required to perform Step
      2 of the goodwill impairment test if it is more likely than not that a
      goodwill impairment exists. In determining whether it is more likely than
      not that a goodwill impairment exists, an entity should consider whether
      there are any adverse qualitative factors indicating that an impairment
      may exist. The qualitative factors are consistent with the existing
      guidance and examples, which require that                                                                                                                                                                                                                                                                    

27

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Recent Accounting Standards (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | goodwill of a reporting unit be tested for impairment
      between annual tests if an event occurs or circumstances change that would
      more likely than not reduce the fair value of a reporting unit below its
      carrying amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The amendments in this ASU are effective for fiscal
      years, and interim periods within those years, beginning after December
      15, 2010. Early adoption is not permitted. Non-public entities may
      early-adopt the amendments using the effective date for public
      entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In December 2010, the FASB issued ASU No. 2010-29
      Business Combinations (Topic 805): Disclosure of Supplementary Pro
      Forma Information for Business Combinations. This ASU reflects the
      decision reached in EITF Issue No. 10-G. The amendments in this ASU affect
      any public entity, as defined by Topic 805 Business Combinations, that
      enters into business combinations that are material on an individual or
      aggregate basis. The amendments in this ASU specify that if a public
      entity presents comparative financial statements, the entity should
      disclose revenue and earnings of the combined entity as though the
      business combination(s) that occurred during the current year had occurred
      as of the beginning of the comparable prior annual reporting period only.
      The amendments also expand the supplemental pro forma disclosures to
      include a description of the nature and amount of material, non-recurring
      pro forma adjustments directly attributable to the business combination
      included in the reported pro forma revenue and earnings. The amendments
      are effective prospectively for business combinations for which the
      acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2010. Early- adoption
      is permitted.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In May 2011, the FASB issued ASU No. 2011-04 Fair
      Value Measurement (Topic 820): Amendments to Achieve Common Fair Value
      Measurement and Disclosure Requirements in US GAAP and IFRSs.This ASU
      represents the converged guidance of the FASB and the IASB (the Boards) on
      fair value measurement. The collective efforts of the Boards and their
      staffs, reflected in ASU No. 2011-04, have resulted in common requirements
      for measuring fair value and for disclosing information about fair value
      measurements, including a consistent meaning of the term fair value. The
      Boards have concluded the common requirements will result in greater
      comparability of fair value measurements presented and disclosed in
      financial statements prepared in accordance with US GAAP and IFRSs. The
      amendments to the FASB Accounting Standards Codification
      (Codification) in this ASU are to be applied prospectively. For public
      entities, the amendments are effective during interim and annual periods
      beginning after December 15, 2011. For non-public entities, the amendments
      are effective for annual periods beginning after December 15, 2011. Early
      application by public entities is not permitted. Non- public entities may
      apply the amendments in ASU No. 2011-04 early, but no earlier than for
      interim periods beginning after December 15, 2011.

28

---

|TITAN TRADING ANALYTICS INC.               
|-------------------------------------------
|(Continued under the Laws of Alberta)      
|(A Development Stage Company)              
|Notes to Consolidated Financial Statements 
|Years ended October 31, 2011, 2010 and 2009
|(expressed in
      Canadian dollars)      

|16. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY
      ACCEPTED IN THE UNITED STATES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Recent Accounting Standards (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In June 2011, the FASB issued ASU No. 2011-05
      Comprehensive Income (Topic 220): Presentation of Comprehensive Income.This ASU amends the FASBCodification to allow an entity the
      option to present the total of comprehensive income, the components of net
      income and the components of other comprehensive income either in a single
      continuous statement of comprehensive income or in two separate but
      consecutive statements. In both choices, an entity is required to present
      each component of net income along with total net income, each component
      of other comprehensive income along with a total for other comprehensive
      income, and a total amount for comprehensive income. ASU No. 2011-05
      eliminates the option to present the components of other comprehensive
      income as part of the statement of changes in stockholders' equity. The
      amendments to the Codification in the ASU do not change the items that
      must be reported in other comprehensive income or when an item of other
      comprehensive income must be reclassified to net income. ASU No. 2011-05
      should be applied retrospectively. For public entities, the amendments are
      effective for fiscal years, and interim periods within those years,
      beginning after December 15, 2011. For non-public entities, the amendments
      are effective for fiscal years ending after December 15, 2012, and interim
      and annual periods thereafter. Early-adoption is permitted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In September 2011, the FASB issued ASU No. 2011-08
      Intangibles  Goodwill and Other (Topic 350): Testing Goodwill for
      Impairment.This objective of this ASU is to provide an entity with
      the option to first assess qualitative factors to determine whether the
      existence of events or circumstances leads to a determination that it is
      more likely than not that the fair value of a reporting unit is less than
      its carrying amount. If, after assessing the totality of events or
      circumstances, an entity determines it is not more likely than not that
      the fair value of a reporting unit is less than its carrying amount, then
      performing the two-step impairment test is unnecessary. However, if an
      entity concludes otherwise, then it is required to perform the first step
      of the two-step impairment test by calculating the fair value of the
      reporting unit and comparing the fair value with the carrying amount of
      the reporting unit. The amendments in ASU 2011-08 are effective for annual
      and interim goodwill impairment tests performed for fiscal years beginning
      after December 15, 2011. Early adoption is permitted, including for annual
      and interim goodwill impairment tests performed as of a date before
      September 15, 2011, if an entitys financial statements for the most
      recent annual or interim period have not yet been issued.                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In December 2011, the FASB issued ASU No. 2011-11
      Balance Sheet (Topic 210): Disclosures about Offsetting Assets and
      Liabilities.This ASU requires entities to disclose information about
      offsetting and related arrangements of financial instruments and
      derivative instruments and will be applied retrospectively for all
      comparative periods presented. ASI No. 2011-11 is effective for annual
      reporting periods beginning on or after January 1, 2013, and interim
      periods within those annual periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

29

---

EXHIBIT INDEX

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

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

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: May 14, 2012

By: /s/ John
Coulter            
John Coulter President, Chief Executive Officer and Acting Chief
Financial Officer

30

---