FORM 7
MONTHLY PROGRESS REPORT
Name of CNSX Issuer: RTN Stealth Software Inc. (formerly Arris Resources Inc. )
(the “Issuer”).
Trading Symbol:
RTN (formerly AAS)
Number of Outstanding Listed Securities:
124,737,680
Date:
October 31, 2010
Report on Business
1.
Provide a general overview and discussion of the development of the Issuer’s business and operations
over the previous month. Where the Issuer was inactive disclose this fact.
On May 17, 2010, the Issuer announced that it has executed two definitive agreements subject to
final CNSX approval. In the first case RTN Stealth has acquired of all of the assets of Market
Guidance Systems Inc. (“MGS”) and in the second case RTN Stealth has purchased the EMC-ALGO
Software Suite from ENAJ Mercantile Corporation (“ENAJ”).
RTN Stealth will issue to MGS shareholders 20 million common shares escrowed in four equal
tranches at 6, 9, 12 and 15 months and assume $2.45 million of liabilities owed by MGS. This is
following upon the announcement made on January 19th, 2010 in which RTN Stealth acquired a fully
supported exclusive and perpetual license to the Market Navigation, Trade Execution and Market
Timing Software (RTN-Stealth).
Market Guidance Systems, Inc. (MGS) is a privately held R&D company that has developed RTN-
Stealth software –a unique, direct access trading decision support platform for active traders. This
development has been accomplished by MGS scientists led by Dr. Alex Bogdan who holds a PhD in
artificial intelligence and cybernetics, a master's degree in Power Electronics and a bachelor's
degree in mathematical psychology. Within MGS Dr. Bogdan and his computer scientist team have
spent over nine years developing RTN-Stealth and its fundamental proprietary algorithms. MGS
also has developed a wide variety of proprietary automated trading systems, market indicators,
trade execution platforms and money management software including a very unique robotic trading
station that can support over 1,000 different securities. It should be noted that MGS’s order
execution interface is among the fastest and most efficient in the industry.
MGS has been evaluated this year by Lorovest Corp. as having a fair market value of $24 million,
net of the value of the January 19th, 2010 licensing agreement
The previously issued 5.25 million special convertible preferred shares distributed to MGS
shareholders as part of the Jan 19th 2010 licensing agreement remain convertible only upon a $20
million revenue milestone target being reached on the retail version of RTN Stealth software but the
royalty portion of the licensing agreement is being cancelled as part of the acquisition of MGS’s
assets.
As to ENAJ Mercantile Corporation, RTN Stealth will issue 5 million common shares to ENAJ. 2.5
million of which will be issued immediately and escrowed in four equal tranches at 6, 9, 12 and 15
months. The final 2.5 million common shares will be issued to ENAJ, and escrowed, in three equal
tranches at 12, 24 and 36 months. Furthermore, as part of this transaction, Michael Boulter has
accepted the position of President and COO of RTN for a minimum of 3 years. Mr. Boulter will
operate out of RTN Stealth's facility in Mississauga, Ontario which is where MGS has its offices and
fully equipped, state of the art, trading and R&D centre. Mr. Michael Boulter is replacing Mr.
Sandeep Poonia on the board of directors of RTN. Mr Poonia is stepping down to pursue other
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., October 2010
November 1, 2010
Page 1
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interests. On behalf of the Company, Mr. Lucky Janda welcomes Mr. Boulter on board and thanks
Mr. Poonia for his past services to the Company.
Michael Boulter, is the founder and chief technology officer of ENAJ Mercantile Corporation. He
has been with ENAJ since it was formed in July of 2008. Previous to that he worked as a
quantitative analyst and institutional salesman in the Canadian investment industry for twenty
years.
ENAJ Mercantile Corporation is a privately held proprietary futures trading company incorporated
in Ontario, Canada. Using its own capital, EMC seeks returns based on pricing discrepancies and
sudden marketplace changes that occur on an intra-day basis in the futures markets. The company
has developed trading algorithms that have produced strong results across four different futures
markets: S&P 500 Index, NASDAQ 100 Index, Crude Oil and Gold.
RTN Stealth is very pleased to have been able to reach these agreements consolidating the
intellectual property which will form the base of a company that anticipates very rapid penetration
of the "trading software" market both at the retail and now institutional levels.
The Issuer is continuing to work towards the commercial launch of the RTN Stealth© Platform.
The Issuer has moved to its administration office from Vancouver, BC, to Surrey, BC. The Issuer
continues to work toward the opening of its marketing office in Montreal, Quebec.
2.
Provide a general overview and discussion of the activities of management.
Management continues to seek new business opportunities.
(a)On October 12, 2010, the Company was pleased to announce that Todd Halpern will join its
Board of Directors. Mr. Halpern will be filling the vacancy created by the resignation of Mr. Lucky
Janda as director of the Company.
Mr. Halpern currently resides as President of Halpern Enterprises. Mr. Halpern and his family
have been in the business of importing fine wines and spirits into Canada for over 57 years. Mr.
Halpern joined Halpern Enterprises in 1979, and since has grown the company tremendously.
Today, the company represents over 100 of the World's finest wine and spirit producers.
Serving on the Toronto General Hospital Board since 2005, Mr. Halpern is Board Champion of
the Krembil Neuroscience Centre's Krembil Discovery Tower and Krembil Neuro Program. He is
also Chair of the Grand Cru Culinary Wine Festival, which benefits research at University Health
Network.
Mr. Halpern was also a member of the Board of Sentinelle Medical Inc. and was involved in the
successful acquisition of the company by Hologic Inc. He is also a member of the Board of
Mobilotto, a software development company focused on creating secure mobile games for
regulated environments.
Michael Boulter, President and COO of RTN Stealth states, "It is with great pleasure that we
welcome Todd to our Board of Directors. We are very pleased and privileged to have him join
our team."
RTN is pleased to announce that, in accordance with the Company’s stock option plan, it has
awarded Mr. Halpern a total of 300,000 incentive stock options at an exercise price of $0.35 with
a five year (5) expiry date of October 12, 2015.
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., September 2010
October 1, 2010
Page 2
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On behalf of the Company, Mr. Boulter wishes to thank Mr. Janda for his services and dedication
to the Company.
Changes to Management
The Company is also pleased to announce the following organizational changes to its
management team. Mr. John Doma has been appointed the Company’s CFO, following the
resignation of Mr. Larry Tsang.
Mr. Rana Vig has resigned from his position as Executive Vice President, Corporate Operations,
of the Company.
On behalf of the Company, Mr. Boulter wishes to thank Messrs. Tsang and Vig for their services
and dedication to the Company.
Mr. Janda’s has also resigned as CEO of the Company. With board approval, Mr. Boulter will be
acting as interim-Chief Executive Officer.
Administrative Office
In addition, the Company has closed its Surrey, British Columbia, office and has moved all of its
administrative functions to its primary office at 5250 Satellite Drive, Unit 22 in Mississauga,
Ontario.
(b) On October 28, 2010, the Company closed on gross proceeds totaling an aggregate of $112,350
raised for 321,000 units in relation to the private placement the Company first announced on
July 30, 2010, and will now proceed with the issuance and delivery of the underlying shares and
warrants.
3.
Describe and provide details of any new products or services developed or offered. For resource
companies, provide details of new drilling, exploration or production programs and acquisitions of any new
properties and attach any mineral or oil and gas or other reports required under Ontario securities law.
RTN-Stealth software is a unique principle of presenting current market information using the flow
rate of buy/sell orders placed in real time by all traders on the Exchange Electronic Trading Book.
These orders are weighted by their proximity to Inside Bid/Ask levels, their size and the time
elapsed since the order origination.
All the weighted orders (called the “Traders’ Intent”) are then summed up creating & nbsp;respectively a
Weighted Sum of Bids and a Weighted Sum of Asks. The simple ratio between the weighted sum of
Bids and weighted sum of Asks is referred to as the “Trader’s Sentiment” and it is used to analyze
the “built up pressure” to Buy or Sell a security.
Although RTN-Stealth does not make any trading advice nor create any trading recommendations it
can serve an important analytical role in significantly compressing the real time information flow
between the markets and a trader using the system. It also helps a trader to extract potentially
valuable market behavioral patterns thus enhancing the trader’s ability to assess current market
situations.
Overall the RTN-Stealth is the result of scientific integration in the fields of computing,
bioengineering, neuroscience and finance under a unified framework. It has been designed using
biological and human-computer interface principles. Its interface creates a cyclic interaction that
has the computer handle all raw data analysis and filtering automatically, while final decision-
making for executing any transaction is solely within the control of the end-user trader.
RTN-Stealth© has a built-in direct access execution platform with a state-of-the-art order placement
technique that is unique in the industry. It is seamlessly integrated with the largest and the most
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., September 2010
October 1, 2010
Page 3
efficient Direct Access electronic Brokerage house – Interactive Brokers (IB).
RTN-Stealth does not require any external real-time data feed as it receives its data trough the
proprietary IB Application Programming Interface (API). This feature significantly reduces the costs
of running the RTN-Stealth software which also passes on the savings to the end-user. The
software will be distributed in the form of a stand-alone Windows application that can be
seamlessly connected to the IB API. RTN is also in a process of registering itself as an official third
party developer for Interactive Brokers. The RTN-Stealth software will be included in the official list
of the third party tools and will be featured on the IB Web site.
4.
Describe and provide details of any products or services that were discontinued. For resource companies,
provide details of any drilling, exploration or production programs that have been amended or abandoned.
None
5.
Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third
parties including contracts to supply products or services, joint venture agreements and licensing
agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of
the relationship.
None.
6.
Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates
or third parties or cancellation of any financing arrangements that have been previously announced.
None.
7.
Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the
preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of
the consideration paid or payable together with a schedule of payments if applicable, and of any valuation.
State how the consideration was determined and whether the acquisition was from or the disposition was to
a Related Person of the Issuer and provides details of the relationship.
None
8.
Describe the acquisition of new customers or loss of customers.
None
9.
Describe any new developments or effects on intangible products such as brand names, circulation lists,
copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
None
10.
Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
None
11.
Report on any labour disputes and resolutions of those disputes if applicable.
None
12.
Describe and provide details of legal proceedings to which the Issuer became a party, including the name
of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim,
the amount claimed, if any, if the proceedings are being contested, and the present status of the
proceedings.
None
13.
Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such
indebtedness.
As part of the deal with MGS, the Issuer assumed $2.45 million of liabilities owed by MGS.
14.
Provide details of any securities issued and options or warrants granted.
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., September 2010
October 1, 2010
Page 4
Security
Number Issued
Details of Issuance
Use of
Proceeds(1)
Each whole warrant
Aggregate
is exercisable @
321,000 Units issued
proceeds of
321,000 Units
$0.40 up to and
@ $0.35. Each Unit
$112,350 to be
consisting of
including March 15,
consists of one
allocated to
321,000 common
2012. A total of
common share and
exploration
shares and 321,00 $5,880 in finder’s
one half of one
expenditures and
warrants.
fees and 16,800
warrant
general working
finders’ warrants
capital.
were paid.
(1) State aggregate proceeds and intended allocation of proceeds.
15.
Provide details of any loans to or by Related Persons.
None
16.
Provide details of any changes in directors, officers or committee members.
On October 12, 2010, the Company appointed Mr. Todd Halpern to the Board of Directors. For
details about Mr. Halpern’s biography, please refer to the press release dated October 12, 2010.
On October 12, 2010, Mr. Lucky Janda resigned from the Board of Directors and as CEO of & nbsp;the
Company.
On October 12, 2010, Mr. Larry Tsang resigned as the Company’s CFO.
On October 12, 2010, Mr. John Doma was appointed as the Company’s CFO.
On October 12, 2010, Mr. Rana Vig resigned from his position as Executive Vice President,
Corporate Operations.
17.
Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or
political/regulatory trends.
None.
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., September 2010
October 1, 2010
Page 5
Certificate Of Compliance
The undersigned hereby certifies that:
1.
The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a
resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
2.
As of the date hereof there were is no material information concerning the Issuer which has not been
publicly disclosed.
3.
The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of
applicable securities legislation (as such term is defined in National Instrument 14-101) and all CNSX
Requirements (as defined in CNSX Policy 1).
4.
All of the information in this Form 7 Monthly Progress Report is true.
Dated:
November 1, 2010
Nikolas Perrault
Name of Director or Senior Officer
“Nikolas Perrault”
Signature
Director
Official Capacity
Issuer Details
For Month End
Date of Report
Name of Issuer
RTN Stealth Software Inc.
October 2010
November 1, 2010
Issuer Address
5250 Satellite Drive, Unit 22
City/Province/Postal Code
Issuer Fax No.
Issuer Telephone No.
Mississauga/Ontario/ L4W 5G5
(905) 629-3222
(905) 629-1333
Contact Name
Contact Position
Contact Telephone No.
Nikolas Perrault
Director
(514) 394-0009
Contact Email Address
Web Site Address
info@rtnstealth.com
N/A
FORM 7 – MONTHLY PROGRESS REPORT
RTN Stealth Software Inc., October 2010
November 1, 2010
Page 1
