Exhibit 99.1
Condensed Consolidated Interim Financial Statements of
TITAN TRADING ANALYTICS INC.
(A Development Stage Company)
For the nine months endedJuly 31, 2012
(Unaudited)
(expressed in Canadian dollars)
Notice to Reader
The management of Titan Trading Analytics Inc. is responsible for the preparation of the accompanying condensed consolidated interim financial statements. The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards and are considered by management to present fairly the financial position, operating results and cash flows of the Company.
These condensed consolidated interim financial statements have not been reviewed by an auditor. These condensed consolidated interim financial statements are unaudited and include all adjustments, consisting of normal and recurring items, that management considers necessary for a fair presentation of the consolidated financial position, results of operations and cash flows.
Dated: __________________________
signed “John Coulter”
John Coulter
CEO and CFO
TABLE OF CONTENTS | |
PAGE | |
Condensed Consolidated Interim Balance Sheets | 1 |
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss | 2 |
Condensed Consolidated Interim Statements of Changes in Equity | 3 |
Condensed Consolidated Interim Statements of Cash Flows | 4 |
Notes to Condensed Consolidated Interim Financial Statements | 5 - 32 |
TITAN TRADING ANALYTICS INC. | |||||||||
(Continued under the Laws of Alberta) | |||||||||
Condensed Consolidated Interim Balance Sheets | |||||||||
Expressed in Canadian dollars | |||||||||
(Unaudited) | |||||||||
July 31, | October 31, | November 1, | |||||||
2012 | 2011 | 2010 | |||||||
ASSETS | (Note 16) | (Note 16) | |||||||
CURRENT | |||||||||
Cash | $ | 10,152 | $ | ��511,761 | $ | 209,736 | |||
Short-term investments (Note 4) | --- | 561,002 | 60,000 | ||||||
Other receivables | 22,650 | 6,749 | 10,088 | ||||||
Prepaid expenses and deposits | 6,389 | 52,274 | 37,727 | ||||||
39,191 | 1,131,786 | 317,551 | |||||||
Deposit | 8,444 | 8,389 | 24,074 | ||||||
Property and equipment (Note 5) | 124,955 | 260,254 | 425,468 | ||||||
Technology rights (Note 6) | 495,000 | 540,000 | 600,000 | ||||||
$ | 667,590 | $ | 1,940,429 | $ | 1,367,093 | ||||
LIABILITIES | |||||||||
CURRENT | |||||||||
Accounts payable and accrued liabilities (Notes 10 and 12) | $ | 215,474 | $ | 83,571 | $ | 187,971 | |||
Promissory note (Note 7) | 250,000 | --- | 2,111 | ||||||
Deferred lease inducements | 36,359 | 53,594 | --- | ||||||
Convertible debentures (Note 8) | 294,020 | 289,499 | --- | ||||||
$ | 795,853 | $ | 426,664 | $ | 190,082 | ||||
Deferred lease inducements | --- | --- | 76,574 | ||||||
Convertible debentures (Note 8) | --- | --- | 283,509 | ||||||
795,853 | 426,664 | 550,165 | |||||||
SHAREHOLDERS’ EQUITY | |||||||||
Share capital (Note 9) | 18,234,001 | 18,234,001 | 15,845,770 | ||||||
Warrants (Note 9) | 2,413,884 | 2,413,884 | 1,901,217 | ||||||
Contributed surplus | 4,146,371 | 3,820,590 | 2,909,472 | ||||||
Convertible debentures - equity component (Note 9) | 11,564 | 11,564 | 11,564 | ||||||
Deficit | (24,934,083 | ) | (22,966,274 | ) | (19,851,095 | ) | |||
(128,263 | ) | 1,513,765 | 816,928 | ||||||
$ | 667,590 | $ | 1,940,429 | $ | 1,367,093 |
Approved by the Board: | |
Signed“John Coulter” | Signed“James Leman” |
John Coulter | James Leman |
See accompanying notes to condensed consolidated interim financial statements.
1
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
Expressed in Canadian dollars
(Unaudited)
Three months ended | Nine months ended | |||||||||||
July 31, | July 31, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
INCOME | $ | 8,802 | $ | --- | $ | 29,437 | $ | --- | ||||
Licensing Fees | ||||||||||||
EXPENSES: | ||||||||||||
Research and development (Note 10) | 140,653 | 154,424 | 608,179 | 440,933 | ||||||||
General and administrative ( Note 11) | 250,206 | 345,166 | 1,167,263 | 1,455,924 | ||||||||
Depreciation of property and equipment | 40,343 | 41,221 | 116,396 | 123,662 | ||||||||
Depreciation of technology rights | 15,000 | 15,000 | 45,000 | 45,000 | ||||||||
Bank charges and interest | 12,114 | 21,899 | 31,511 | 30,864 | ||||||||
Loss (Gain) on foreign exchange | 5,099 | 12,221 | 19,745 | 32,164 | ||||||||
Loss on sale of property and equipment | --- | --- | 9,152 | --- | ||||||||
463,415 | 589,931 | 1,997,246 | 2,128,547 | |||||||||
Net loss and comprehensive loss | $ | (454,613 | ) | $ | (589,931 | ) | $ | (1,967,809 | ) | $ | (2,128,547 | ) |
LOSS PER SHARE – Basic (Note 3) | $ | (0.018 | ) | $ | (0.01 | ) | $ | (0.018 | ) | $ | ( 0.02 | ) |
WEIGHTED AVERAGE NUMBEROF SHARES USED TO CALCULATELOSS PER SHARE | 112,724,278 | 104,041,191 | 112,724,278 | 95,682,051 |
See accompanying notes to condensed consolidated interim financial statements.
2
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Condensed Consolidated Interim Statements of Changes in Equity
Expressed in Canadian dollars
(Unaudited)
Convertible | |||||||||||||||||||||
Share Capital | Debentures | ||||||||||||||||||||
Number of | Contributed | – Equity | |||||||||||||||||||
Shares | Amount | Warrants | Surplus | Component | Deficit | Total | |||||||||||||||
November 1, 2011 | 112,724,278 | $ | 18,234,001 | $ | 2,413,884 | $ | 3,820,590 | $ | 11,564 | $ | (22,966,274 | ) | $ | 1,513,765 | |||||||
Net loss | - | - | - | - | - | (1,967,809 | ) | (1,967,809 | ) | ||||||||||||
Share-based payments | - | - | - | 325,781 | - | - | 325,781 | ||||||||||||||
July 31, 2012 | 112,724,278 | $ | 18,234,001 | $ | 2,413,884 | $ | 4,146,371 | $ | 11,564 | $ | (24,934,083 | ) | $ | (128,263 | ) | ||||||
November 1, 2010 | 83,019,028 | $ | 15,845,770 | $ | 1,901,217 | $ | 2,909,472 | $ | 11,564 | $ | (19,851,095 | ) | $ | 816,928 | |||||||
Net loss | - | - | - | - | - | (2,128,547 | ) | (2,128,547 | ) | ||||||||||||
Private placements, net | 29,705,250 | 2,534,221 | 292,215 | - | - | - | 2,826,436 | ||||||||||||||
Share-based payments | - | - | - | 677,996 | - | - | 677,996 | ||||||||||||||
July 31, 2011 | 112,724,278 | $ | 18,379,991 | $ | 2,193,432 | $ | 3,587,468 | $ | 11,564 | $ | (21,979,642 | ) | $ | 2,192,813 |
See accompanying notes to condensed consolidated interim financial statements.
3
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Condensed Consolidated Interim Statements of Cash Flows
Expressed in Canadian dollars
(Unaudited)
Three months ended July 31, | Nine months ended July 31, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
OPERATING | ||||||||||||
Net loss for the period | $ | (454,613 | ) | $ | (589,931 | ) | $ | (1,967,809 | ) | $ | (2,128,547 | ) |
Adjustments for non-cash items | ||||||||||||
Depreciation of property and equipment | 40,343 | 41,221 | 116,397 | 123,662 | ||||||||
Depreciation of technology rights | 15,000 | 15,000 | 45,000 | 45,000 | ||||||||
Share based compensation expense | 60,191 | 183,284 | 325,781 | 677,996 | ||||||||
Loss on sale of property and equipment | 0 | --- | 9,152 | |||||||||
Depreciation of deferred lease inducements | (5,745 | ) | (5,745 | ) | (17,235 | ) | (17,235 | ) | ||||
Accretion Interest | 1,518 | 1,501 | 4,521 | 4,488 | ||||||||
Net Changes in non-working capital balances: | (567 | ) | (6,977 | ) | ||||||||
Prepaid expenses and deposits | 18,616 | (272 | ) | 45,830 | 12,970 | |||||||
Other receivables | (7,080 | ) | 16,807 | (15,902 | ) | 4,105 | ||||||
Accounts payable and accrued liabilities | (38,447 | ) | (9,772 | ) | 131,904 | (114,361 | ) | |||||
(370,217 | ) | (348,474 | ) | (1,322,361 | ) | (1,398,899 | ) | |||||
INVESTING | ||||||||||||
Proceeds on sale of property and equipment | --- | --- | 9,750 | 300 | ||||||||
Short-term investment | 30,950 | --- | 561,002 | -- | ||||||||
30,950 | --- | 570,752 | 300 | |||||||||
FINANCING | ||||||||||||
Issue of share capital, net of issue costs | --- | 1,899,517 | --- | 2,826,436 | ||||||||
Redemption of common shares | --- | --- | --- | --- | ||||||||
Loans and advances | --- | --- | 250,000 | (2,111 | ) | |||||||
--- | 1,899,517 | 250,000 | 2,824,325 | |||||||||
Effect on exchange rate changes | 822 | 6,128 | ||||||||||
INCREASE (DECREASE) IN CASH | (339,267 | ) | 1,551,865 | (501,609 | ) | 1,431,854 | ||||||
CASH, BEGINNING OF PERIOD | 349,419 | 89,725 | 511,761 | 209,736 | ||||||||
CASH, END OF PERIOD | $ | 10,152 | $ | 1,641,590 | $ | 10,152 | $ | 1,641,590 | ||||
CASH USED IN OPERATING ACTIVITIES INCLUDES: | ||||||||||||
Bank charges and interest | 12,114 | $ | 6,584 | $ | 31,511 | $ | 12,309 | |||||
Income taxes paid | $ | --- | $ | --- | $ | --- | $ | --- | ||||
Supplementary information: | ||||||||||||
Shares issued for services | $ | --- | $ | --- | $ | --- | $ | --- |
See accompanying notes to condensed consolidated interim financial statements.
4
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
1. | NATURE OF OPERATIONS AND GOING CONCERN |
Nature of Operations | |
Titan Trading Analytics Inc. (“Titan” or the “Company”) was incorporated on November 30, 1993 and is a public company whose common shares trade on the TSX Venture Exchange under the symbol TTA and is quoted on the Over-the Counter Bulletin Board under the symbol TITAF. The Company is currently focused on developing financial software for market timing, trading analytics and automated trading execution. The Company has yet to establish profitable business operations. Since 2002 the Company has been developing an automated trading platform. | |
The Company’s head office address is Unit 120, 4445 Calgary Trail, Edmonton, Alberta, T6H 5R7. | |
Going Concern | |
The condensed consolidated interim 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 $24,934,083 at July 31, 2012. | |
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 condensed consolidated interim 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. | BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE |
These condensed consolidated interim financial statements present the Company’s initial financial results of operations and financial position under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) as at and for the nine months ended July 31, 2012, including 2011 comparative periods. They have been prepared in accordance with IFRS 1,First-time Adoption of International Financial Reporting Standardsand with International Accounting Standard (“IAS”) 34,Interim Financial Reporting. These interim condensed consolidated financial statements do not include all the necessary annual disclosures required for full financial statements. These statements include the accounts of the Company and its wholly-owned subsidiaries. |
5
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
2. | BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE (CONTINUED) |
The significant accounting policies that have been applied in the preparation of these condensed consolidated interim financial statements are summarized in Note 3 below. The accounting policies applied in these condensed consolidated interim financial statements are based on IFRS standards expected to be in place for the Company’s annual consolidated financial statements for the year ending October 31, 2012. | |
Note 16 explains how the transition to IFRS has affected the reported consolidated balance sheets and the statements of operations and comprehensive loss for the current and comparative periods. The note includes reconciliations from previous Canadian generally accepted accounting principles (“GAAP”) to IFRS. The note includes a listing of the exemptions taken by the Company that are permitted under the IFRS 1 standard. | |
These condensed consolidated interim financial statements have been prepared on the historical cost basis. All transactions are recorded on an accrual basis. | |
The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on September 24, 2012 | |
3. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of Consolidation | |
These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Titan Trading GP Inc., Titan Trading Corp., Titan Holdings USA, LLC and Titan Trading USA, LLC. All subsidiaries have the same reporting date. All significant intercompany accounts and transactions were eliminated upon consolidation. | |
Foreign Currency Translation | |
The individual financial statements of each entity are maintained in their functional currency which is the currency of the primary economic environment in which the entity operates. The condensed consolidated interim financial statements are presented in Canadian dollars, which is the functional currency of the parent company and each of the Company’s subsidiaries. | |
In preparing the financial statements of the individual entities, foreign currency transactions are translated into the functional currency of the respective entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses arising from the settlement of such transactions and from the re-measurement of monetary items at period-end exchange rates are recognized in profit or loss. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. |
6
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Cash equivalents
Cash and cash equivalents consist of cash on deposit and highly liquid short-term investments with an original maturity of less than three months.
Short-term investments
Investments with maturities greater than three months and realizable within one year are classified as short-term investments.
Intangible assets
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.
Following initial capitalization of development expenditures, the asset is carried at cost less accumulated depreciation and any accumulated impairment losses. Depreciation commences when development is completed and the asset is available for use. It is amortized over the period of expected future economic benefit. The expected useful lives of assets would be reviewed on an annual basis and if necessary, changes in useful lives are accounted for prospectively.
There were no development costs capitalized during the periods ended July 31, 2012 or 2011.
Technology rights
All rights to intellectual property and the mutual covenants and agreements related to the products of Titan (the “IP”) are recorded at acquisition cost less subsequent depreciation and impairment losses. Residual values, useful lives, and impairment indicators are reviewed at each reporting date.
Technology Rights are depreciated over a ten year period being the estimated finite useful life.
7
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Property and equipment | |
Property and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price, any costs directly attributable to bringing the asset into working condition for its intended use, the initial estimate of any decommissioning obligation and borrowing costs for qualifying assets. | |
Computer equipment is recorded at cost less accumulated depreciation and is amortized at 30% declining balance per annum. | |
Office furniture is recorded at cost less accumulated depreciation and is amortized at 20% declining balance per annum. | |
Leasehold improvements are recorded at cost less accumulated depreciation and are amortized over the lease term. | |
Estimates of residual values and useful lives are reassessed annually and any change in estimate is taken into account in the determination of remaining depreciation charges. Depreciation commences on the date the asset is available for use and capable of operating in the manner intended by management. | |
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of operations in the period in which the item is derecognized. | |
Lease inducements received in the form of leasehold improvement costs are depreciated over the term of the lease as a reduction of rent expense. | |
Asset impairment testing | |
The carrying amounts of intangible assets with a finite life and property and equipment are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. If such indication exists, the Company estimates the recoverable amount of the assets, which is the higher of its fair value less cost to sell and its value in use. Value in use is estimated as the present value of future cash flows generated by this asset (or group of assets) including eventual disposal. If the recoverable amount of an asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss is recognized immediately in the profit or loss statement. | |
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimated recoverable amount and the carrying amount that would have been recorded had no impairment loss been recognized previously. Any such recovery is recognized immediately in the statement of operations. |
8
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Leases
The Company classifies leases as either operating or finance. Finance leases are those that substantially transfer the benefits and risks of ownership of the asset to the Company as a lessee. The related asset is recognized at the inception of the lease at the lower of the fair value of the leased asset or the present value of the lease payments. The corresponding finance leasing liability is measured at the amortized cost, reduced by lease payments less finance charges, which are expensed as part of finance costs.
All other leases are treated as operating leases. Operating leases are expensed on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. Any benefit associated with lease inducements is recognized as a reduction in rent expense on a straight-line basis over the term of the lease.
Convertible debentures
Components of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the issue date, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability based on amortized cost until the instrument is converted or the instrument matures. The equity component is determined by deducting the liability component from the total fair value of the compound instrument and is recognized as equity, net of income tax effects, with no subsequent re-measurement.
Income taxes
Income tax expense or recovery recognized in profit or loss is comprised of current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible for tax purposes. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the reporting date.
Deferred tax is recorded using the liability method. Under this method, the Company calculates all temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the period end date. Deferred tax is calculated based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply to the year of settlement based on tax rates and laws enacted or substantively enacted at the period end date.
9
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Income taxes (continued)
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.
Loss per share
Basic loss per share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. 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 period. 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.
Share-based payments
The company issues equity-settled share-based awards to directors, employees and non-employees. Employee and director share-based payments generally vest over 12 to 18 months and have a term to expiry of five years. Awards to non-employees result in compensation expense being recognized over the shorter of the vesting or related service period.
The costs of the stock options to employees are measured at their fair value on the date of option grant using the Black-Scholes pricing model. The cost of these options is based on the best available estimate of the number of share options expected to vest and is recognized over the related vesting period in profit or loss with a corresponding credit to contributed surplus. Estimates of forfeitures are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period and no adjustment is made to prior periods if share options ultimately exercised are different to that estimated on vesting. No adjustment is recorded for stock options which expire unexercised. Amounts recognized related to forfeited options are reversed on the forfeiture date provided the underlying options have not vested.
Upon the exercise of stock options consideration received together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.
10
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Revenue recognition | ||
The Company’s main source of revenue is from license fee agreements. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered in accordance with the terms of the arrangement, fees are fixed and determinable and collection is reasonably assured. | ||
Provisions | ||
Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognized for future operating losses. | ||
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The unwinding of the discount is recognized as a finance cost. | ||
Financial instruments | ||
Financial assets and financial liabilities are measured initially at fair value plus any transaction costs that are directly attributable to the acquisition of the financial instruments except for transaction costs related to financial instruments classified as fair value through profit or loss which are expensed as incurred. | ||
Financial assets and financial liabilities are subsequently measured as described below. | ||
Financial assets | ||
Financial assets are classified into the following categories upon initial recognition: |
loans and receivables;
financial assets at fair value through profit or loss;
held to maturity investments; and
available-for-sale financial assets.
The category determines subsequent measurement and whether any resulting income and expense is recognized in profit or loss or in other comprehensive income/loss. | ||
All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. |
11
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Financial liabilities | ||
Other financial liabilities are measured subsequently at amortized cost using the effective interest method, except for financial liabilities held for trading or designated at fair value through profit or loss, that are carried subsequently at fair value with gains or losses recognized in profit or loss. | ||
The company has classified accounts payable, loans and advances and the debt component of the convertible debentures as other financial liabilities. | ||
Fair value hierarchy | ||
The Company categorizes its fair value measurements according to a three level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy based on the reliability of inputs are as follows: |
Level I fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1, that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices); and
Level 3 fair value measurements are those derived from valuation
Significant management judgment and estimates in applying accounting policies | ||
Significant management judgments are required when applying the accounting policies of the Company. These may have a significant effect on the condensed consolidated interim financial statements. | ||
Actual results are likely to differ from the estimates and assumptions made by management, will seldom equal the estimated results and the differences between estimates and actual results may be material. | ||
Research and development costs | ||
Significant judgment is required in distinguishing research from the development phase. Development costs are recognized as an asset when all the criteria are met, whereas research costs are expensed as incurred. The Company’s management assesses, at least quarterly, whether the recognition requirements for development costs are met. |
12
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Warrants
Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value using the weighted average method to determine the fair value of warrants issued.
Future Changes in Account Policies
Standards issued but not yet effective up to the date of issuance of the Company’s condensed consolidated interim financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. The Company intends to adopt these standards when they become effective.
IAS 27 Separate Financial Statements
This amended version of IAS 27 that now only deals with the requirements for separate financial statements, which have been carried over largely unamended from IAS 27Consolidated and Separate Financial Statements. Requirements for consolidated financial statements are now contained in IFRS 10Consolidated Financial Statements.
The standard is applicable to annual reporting periods beginning on or after January 1, 2013. If early adopted, it must be adopted together with IFRS 10, IFRS 11, IFRS 12 and IAS 28 (2011).
IAS 28 Investments in Associates and Joint Ventures
This standard supersedes IAS 28Investments in Associatesand prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures.
The standard defines “significant influence” and provides guidance on how the equity method of accounting is to be applied (including exemptions from applying the equity method in some cases). It also prescribes how investments in associates and joint ventures should be tested for impairment.
The standard is applicable to annual reporting periods beginning on or after January 1, 2013. If early adopted, it must be adopted together with IFRS 10, IFRS 11, IFRS 12 and IAS 27 (2011).
IFRS 9 Financial Instruments
The new standard has two measurement categories: amortized cost and fair value. All equity instruments are measured at fair value, and a debt instrument is measured at amortized cost only if the entity is holding it to collect contractual cash flows that represent principal and interest. The new standard is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this new standard.
13
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
3. | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
IFRS 10 Consolidated Financial Statements | |
IFRS 10,Consolidated Financial Statementsand IFRS 12,Disclosure of Interests in Other Entities, were issued and replace IAS 27,Consolidated and Separate Financial Statementsand Standing Interpretations Committee (“SIC”) 12,Consolidation - Special Purpose Entitiesfor guidance on the consolidation model which identifies the elements of control and provides a comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. These standards are effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of the new standards. | |
IFRS 11 Joint Arrangements | |
IFRS 11,Joint Arrangementswas issued and supersedes IAS 31,Interests in Joint Venturesand SIC 13,Jointly Controlled Entities, to establish principles for financial reporting by parties to a joint arrangement. This standard is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this new standard. | |
IFRS 13 Fair Value Measurement | |
IFRS 13,Fair Value Measurementwas issued to set out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. This standard is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this standard. | |
4. | SHORT-TERM INVESTMENTS |
Short-term investments consist of a $NIL as at July 31, 2012. (October 31, 2011 - $60,000; November 1, 2010 - $60,000) guaranteed investment certificate bearing interest at prime less 2.05%, maturing August 31, 2012. The investment was collateral for a letter of credit, which has been issued by the Company for their leased premises and was closed in July, 2012. |
14
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
5. | PROPERTY AND EQUIPMENT |
Computer equipment | Office furniture | Leasehold improvements | TOTAL | |||||||||
Cost | ||||||||||||
Balance November 1, 2010 | $ | 328,865 | $ | 88,349 | $ | 589,908 | $ | 1,007,122 | ||||
Disposals | (1,218 | ) | - | - | (1,218 | ) | ||||||
Balance October 31, 2011 | 327,647 | 88,349 | 589,908 | 1,005,904 | ||||||||
Disposals | (18,775 | ) | (40,502 | ) | - | (59,277 | ) | |||||
Balance July 31, 2012 | $ | 308,872 | $ | 47,847 | $ | 589,908 | $ | 946,627 | ||||
AccumulatedDepreciation | ||||||||||||
Balance November 1, 2010 | $ | 222,256 | $ | 41,643 | $ | 317,755 | $ | 581,654 | ||||
Depreciation for the year | 37,373 | 9,537 | 117,981 | 164,891 | ||||||||
Disposals | (895 | ) | - | - | (895 | ) | ||||||
Balance October 31, 2011 | 258,734 | 51,180 | 435,736 | 745,650 | ||||||||
Depreciation for the period | 22,475 | 2,979 | 90,943 | 116,396 | ||||||||
Disposals | (17,179 | ) | (23,196 | ) | - | (40,375 | ) | |||||
Balance July 31, 2012 | $ | 264,030 | $ | 30,963 | $ | 526,679 | $ | 821,672 | ||||
Net Carrying Amount | ||||||||||||
Balance November 1, 2010 | $ | 106,609 | $ | 46,706 | $ | 272,153 | $ | 425,468 | ||||
Balance October 31, 2011 | $ | 68,913 | $ | 37,169 | $ | 154,172 | $ | 260,254 | ||||
Balance July 31, 2012 | $ | 44,842 | $ | 16,884 | $ | 63,229 | $ | 124,955 |
15
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
6. | TECHNOLOGY RIGHTS |
During the year ended October 31, 2010, the Company purchased all rights to the algorithm and codes for software in exchange for $600,000.
Cost | |||
Balance at November 1, 2010, October 31, 2011 and January 31, 2012 | $ | 600,000 | |
Accumulated Depreciation | |||
Balance at November 1, 2010 | $ | - | |
Depreciation | 60,000 | ||
Balance at October 31, 2011 | 60,000 | ||
Depreciation | 45,000 | ||
Balance July 31, 2012 | $ | 105,000 | |
Carrying Amount | |||
November 1, 2010 | $ | 600,000 | |
October 31, 2011 | $ | 540,000 | |
July 31, 2012 | $ | 495,000 |
7. | PROMISSORY NOTE |
A promissory note of $250,000 is payable to a shareholder of the company. The note bears interest at a fixed rate of 10% per annum and has no fixed term of repayment. The note and accrued interest will be redeemed by a convertible debenture on a date and terms yet to be determined. |
16
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
8. | 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 convertible debentures contain both liability and equity components. The Company has allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on an interest rate of 15%, which is the estimated cost of borrowing at which the Company could borrow similar debt without a conversion feature. 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, November 1, 2010 | 283,509 | ||
Accretion interest expense | 5,990 | ||
Balance, October 31, 2011 | 289,499 | ||
Accretion interest expense | 4,521 | ||
Balance, July 31, 2012 | $ | 294,020 |
17
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
9. | 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
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.
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 favorable 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 determined by the Committee.
18
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
9. | SHARE CAPITAL (CONTINUED) |
Stock Options (continued)
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 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:
Nine months ended | Year ended | |||||||||||
July 31, 2012 | October 31, 2011 | |||||||||||
Weighted- | Weighted- | |||||||||||
Number of | Average | Number of | Average | |||||||||
Options | Exercise Price | Options | Exercise Price | |||||||||
Outstanding at beginning of period | 19,086,666 | $ | 0.18 | 11,390,000 | $ | 0.29 | ||||||
Granted | --- | 12,940,000 | $ | 0.13 | ||||||||
Forfeited | --- | (1,188,331 | ) | $ | 0.18 | |||||||
Expired/cancelled | (4,406,666 | ) | $ | 0.25 | (4,055,003 | ) | $ | 0.34 | ||||
Outstanding at end of period | 14,680,000 | $ | 0.16 | 19,086,666 | $ | 0.18 | ||||||
Exercisable at end of period | 12,203,336 | $ | 0.16 | 10,276,667 | $ | 0.21 |
19
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
9. | SHARE CAPITAL (CONTINUED) |
Stock Options (continued)
The following table summarizes information on stock options outstanding and exercisable at July 31, 2012:
Number | Number | Expiry | |
Exercise Price | Outstanding | Exercisable | Date |
0.50 | 50,000 | 50,000 | August 15, 2012 |
0.37 | 445,000 | 445,000 | January 28, 2013 |
0.36 | 150,000 | 150,000 | November 7, 2013 |
0.305 | 50,000 | 50,000 | January 26, 2014 |
0.33 | 785,000 | 785,000 | March 6, 2014 |
0.25 | 700,000 | 700,000 | November 13, 2014 |
0.17 | 860,000 | 860,000 | March 3, 2015 |
0.17 | 100,000 | 100,000 | May 28, 2015 |
0.10 | 50,000 | 50,000 | October 15, 2015 |
0.11 | 1,930,000 | 1,930,000 | November 3, 2015 |
0.13 | 300,000 | 300,000 | November 16, 2015 |
0.14 | 3,770,000 | 3,770,000 | November 24, 2015 |
0.13 | 500,000 | 166,667 | December 3, 2015 |
0.13 | 200,000 | 200,000 | December 22, 2015 |
0.10 | 2,000,000 | 1,333,336 | March 15, 2016 |
0.10 | 50,000 | 33,332 | March 31, 2016 |
0.10 | 1,100,000 | 733,334 | June 1, 2016 |
0.15 | 140,000 | 46,667 | September 20, 2016 |
0.14 | 1,500,000 | 500,000 | October 12, 2016 |
14,680,000 | 12,203,336 |
The weighted average remaining contractual life of stock options outstanding at July 31 is 2.8 years.
20
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
9. | SHARE CAPITAL (CONTINUED) |
Stock Options (continued)
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 | Warrants | |||
2012 | 2011 | 2012 | 2011 | |
Weighted-average grant date fair value per share option or warrant | - | 0.10 | - | 0.02 |
Expected dividend rate | - | 0% | - | 0% |
Expected volatility | - | 109% | - | 90% |
Risk-free interest rate | - | 2.05% | - | 1.48% |
Expected life of options or warrants in years | - | 5 yrs. | - | 2 yrs. |
The amounts estimated according to the Black-Scholes option pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders.
During the year ended October 31, 2011 the Company issued 1,400,000 options to a consultant. As the fair value of the services received for the options is indeterminable the options have been valued using the Black-Scholes option pricing model with the following inputs; expected dividend rate – 0%, expected volatility rate – 99.5%, risk free interest rate – 1.0%, expected life of options – 2 years, share price on issuance date - $0.12, exercise price - $0.16. These inputs result in a grant date fair value of $0.054 per option.
Warrants
The following table summarizes the activity of warrants:
Nine months ended | Year ended | |||||||||||
July 31, 2012 | October 31, 2011 | |||||||||||
Weighted- | Weighted- | |||||||||||
Number of | Average | Number of | Average | |||||||||
Warrants | Exercise Price | Warrants | Exercise Price | |||||||||
Outstanding at beginning of period | 55,675,875 | $ | 0.33 | 34,650,834 | $ | 0.35 | ||||||
Issued | - | - | 24,594,625 | $ | 0.32 | |||||||
Expired/cancelled | (5,528,750 | ) | $ | 0.30 | (3,569,584 | ) | $ | 0.53 | ||||
Outstanding at end of period | 50,147,125 | $ | 0.32 | 55,675,875 | $ | 0.33 |
21
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
9. | SHARE CAPITAL (CONTINUED) |
Warrants (continued)
The following table summarizes information on warrants outstanding and exercisable at July 31, 2012:
Number | ||||||
Exercise Price | Outstanding | Expiry Date | ||||
$ 0.40 | 2,500,000 | August 19, 2012 | ||||
$ 0.50 | 2,778,000 | October 15, 2013 | ||||
$ 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 | ||||
50,147,125 |
10. | RELATED PARTY TRANSACTIONS |
Included in the condensed consolidated interim financial statements are the following related party transactions not disclosed elsewhere:
|
| 9 months ending |
|
| 9 months ending |
|
|
| July 31, 2012 |
|
| July 31, 2011 |
|
|
|
|
|
|
|
|
Salaries including bonuses disclosed as; |
|
|
|
|
|
|
Management and consulting fees | $ | 115,999 |
| $ | 135,000 |
|
Research and development | $ | 156,666 |
| $ | 178,044 |
|
|
|
|
|
|
|
|
Share based payments | $ | 210,266 |
| $ | 377,783 |
|
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.
22
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
10. | RELATED PARTY TRANSACTIONS (CONTINUED) |
Included in accounts payable and accrued liabilities is $14,576 (October 31, 2011 - $1,554; November 1, 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 |
12. | ACCRUED LIABILITIES |
The Company’s accrued liabilities (included in accounts payable and accrued liabilities) include the following amounts:
July 31, | October 31, | November 1, | ||||||||
2012 | 2011 | 2010 | ||||||||
Due to employees | $ | --- | $ | --- | $ | 12,699 | ||||
Due to taxation authorities | --- | --- | 8,606 | |||||||
Others | 8,892 | 50,000 | 57,248 | |||||||
| $ | 8,892 |
| $ | 50,000 |
| $ | 78,553 |
13. | 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.
23
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
13. | CAPITAL MANAGEMENT (CONTINUED) |
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. | |
14. | FINANCIAL INSTRUMENTS |
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. | |
(a) | Fair Value |
The Company's financial instruments consist of cash, short-term investments, accounts payable, loans and advances, and convertible debentures. The fair values of cash, short-term investments, accounts payable and accrued liabilities and convertible debentures approximate their carrying values due to their short-term nature, unless otherwise noted. Other receivables consist of taxes receivable from a government agency and is not a financial instrument. The fair value of loans and advances cannot be reliably determined, as there is no market for loans that are non-interest-bearing and have no terms of repayment.
(b) | Credit Risk |
The Company is exposed to credit risk in its cash and short-term investments. The maximum exposure of the credit risk is the full carrying value of those financial instruments. The Company minimizes the credit risk of cash and short-term investments by only dealing with credit-worthy financial institutions. The Company’s concentration of credit risk and maximum exposure thereto is limited to the Company’s cash and short-term investments.
24
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
14. | FINANCIAL INSTRUMENTS (CONTINUED) |
(c) | Market Risk |
(i) Foreign Currency Risk
The Company is exposed to currency risk as a result of its operations in the United States. A significant change in the currency exchange rate between the Canadian dollar relative to the US dollar could have a material effect on the Company’s results of operations, financial position or cash flows. The Company does not use derivative financial instruments to reduce its exposure to fluctuations in foreign exchange rates. As at January 31, 2012, the Company is exposed to currency risk through its cash denominated in US dollars amounting to US$254,363. Based on the balances at January 31, 2012, net loss will increase or decrease approximately $15,262 given a 6% increase or decrease in the foreign exchange rate.
(ii) Interest Rate Risk
Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate due to changes in market interest rates. It is management’s opinion the Company is not exposed to any significant interest rate risk.
(d) | Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations, including commitments, as they become due. In order to manage this risk, the Company forecasts its requirements to determine whether sufficient funds will be available. The Company expects to generate sufficient cash through the issuance of shares or related party loans. As at July 31, 2012, the Company had accounts payable of $187,575 (October 31, 2011 - $22,904; November 1, 2010 - $101,291). The convertible debentures and the interest payments totaling $294,013 are due within one year.
15. | 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:
|
| July 31, 2012 |
|
| October 31, 2011 |
|
| November 1, 2010 |
| ||||||||||||||||||
|
|
|
|
| United |
|
|
|
|
| Canada |
|
| United |
|
| Total |
|
| Canada |
|
| United |
|
| Total |
|
|
| Canada |
|
| States |
|
| Total |
|
|
|
|
| States |
|
|
|
|
|
|
|
| States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash | $ | 4,410 |
| $ | 5,742 |
| $ | 10,152 |
| $ | 314,837 |
| $ | 196,924 |
| $ | 511,761 |
| $ | 145,791 |
| $ | 63,945 |
| $ | 209,736 |
|
Short-term investments | --- | --- | --- | 561,002 | --- | 561,002 | 60,000 | --- | 60,000 | ||||||||||||||||||
Property and equipment | 123,096 | 1,859 | 124,955 | 257,856 | 2,398 | 260,254 | 422,041 | 3,426 | 425,467 | ||||||||||||||||||
Technology rights | 495,000 | --- | 495,000 | 540,000 | --- | 540,000 | 600,000 | --- | 600,000 | ||||||||||||||||||
Other assets |
| 25,965 |
|
| 11,518 |
|
| 37,483 |
|
| 47,781 |
|
| 19,631 |
|
| 67,412 |
|
| 71,890 |
|
| --- |
|
| 71,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 648,471 |
| $ | 19,119 |
| $ | 667,590 |
| $ | 1,721,476 |
| $ | 218,953 |
| $ | 1,940,429 |
| $ | 1,299,722 |
| $ | 67,371 |
| $ | 1,367,093 |
|
25
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS |
These are the Company’s first consolidated financial statements prepared in accordance with IFRS. The date of transition to IFRS from GAAP is November 1, 2010.
The Company’s IFRS accounting policies presented in Note 3 have been applied in preparing the condensed consolidated interim financial statements for the period ended July 31, 2012, the comparative information and the opening balance sheet at the date of transition. The Company has applied IFRS 1First time Adoption of International Financial Reporting Standardsand IAS 34Interim Financial Reportingin preparing these first IFRS consolidated financial statements. The effects of the transition to IFRS on equity, total comprehensive loss and reported cash flows are presented in this section and are further explained in the notes that accompany the tables.
Upon transition, IFRS 1 permits certain exemptions from full retrospective application. The Company has applied the mandatory exceptions and certain optional exemptions. The exemptions adopted by the Company are set out below.
Mandatory exceptions adopted by the Company
Use of estimates
Hindsight was not used to create or revise estimates. The Company has used estimates under IFRS that are consistent with those applied under previous GAAP.
Optional exceptions adopted by the Company
Leases
The Company has elected to determine whether an arrangement existing at the date of transition to IFRS contains a lease on the basis of facts and circumstances existing at that date.
Business combinations
The Company has elected not to apply IFRS 3Business Combinationsretrospectively to business combinations that occurred before the date of transition to IFRS.
Share based payments
The Company has elected not to apply IFRS 2Share Based Paymentsto equity instruments granted to employees and non-employees that vested on or before the date of transition.
26
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
Reconciliation of the Company’s equity as at:
November 1, 2010 | ||||||||||||
Effect of | ||||||||||||
transition to | ||||||||||||
Previous GAAP | IFRS | IFRS | ||||||||||
ASSETS | ||||||||||||
CURRENT | ||||||||||||
Cash | $ | 209,736 | $ | - | $ | 209,736 | ||||||
Short-term investment | 60,000 | - | 60,000 | |||||||||
Other receivables | 10,088 | - | 10,088 | |||||||||
Prepaid expenses and deposits | 37,727 | - | 37,727 | |||||||||
317,551 | - | 317,551 | ||||||||||
Deposit | 24,074 | - | 24,074 | |||||||||
Property and equipment | 425,468 | - | 425,468 | |||||||||
Technology rights | (a) | 398,000 | 202,000 | 600,000 | ||||||||
$ | 1,165,093 | $ | 202,000 | $ | 1,367,093 | |||||||
LIABILITIES | ||||||||||||
CURRENT | ||||||||||||
Accounts payable and accrued liabilities | $ | 187,971 | $ | - | $ | 187,971 | ||||||
Loans and advances | 2,111 | - | 2,111 | |||||||||
190,082 | - | 190,082 | ||||||||||
Deferred lease inducements | 76,574 | - | 76,574 | |||||||||
Convertible debentures | (b) | 283,509 | - | 283,509 | ||||||||
550,165 | - | 550,165 | ||||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||
Share capital | 15,845,770 | - | 15,845,770 | |||||||||
Warrants | 1,901,217 | - | 1,901,217 | |||||||||
Contributed surplus | (c) | 2,899,907 | 9,565 | 2,909,472 | ||||||||
Convertible debenture equity | (b) | 11,564 | - | 11,564 | ||||||||
Deficit | (20,043,530 | ) | 192,435 | (19,851,095 | ) | |||||||
614,928 | 202,000 | 816,928 | ||||||||||
$ | 1,165,093 | $ | 202,000 | $ | 1,367,093 |
27
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
July 31, 2011 | ||||||||||||
Effect of transition | ||||||||||||
Previous GAAP | to IFRS | IFRS | ||||||||||
ASSETS | ||||||||||||
CURRENT | ||||||||||||
Cash | $ | 1,641,590 | $ | - | $ | 1,641,590 | ||||||
Short-term investment | 60,000 | - | 60,000 | |||||||||
Other receivables | 5,983 | - | 5,983 | |||||||||
Prepaid expenses and deposits | 25,122 | - | 25,122 | |||||||||
1,732,695 | - | 1,732,695 | ||||||||||
Deposit | 23,709 | - | 23,709 | |||||||||
Property and equipment | 301,506 | - | 301,506 | |||||||||
Technology rights | (a) | 368,150 | 186,850 | 555,000 | ||||||||
$ | 2,426,060 | $ | 186,850 | $ | 2,612,910 | |||||||
LIABILITIES | ||||||||||||
CURRENT | ||||||||||||
Accounts payable and accrued liabilities | $ | 72,761 | $ | - | $ | 72,761 | ||||||
72,761 | 72,761 | |||||||||||
Deferred lease inducements | 59,339 | 59,339 | ||||||||||
Convertible debentures | (b) | 287,997 | - | 287,997 | ||||||||
420,097 | - | 420,097 | ||||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||
Share capital | 18,379,991 | - | 18,379,991 | |||||||||
Warrants | 2,193,432 | - | 2,193,432 | |||||||||
Contributed surplus | (c) | 3,232,067 | 355,401 | 3,587,468 | ||||||||
Convertible debenture equity | (b) | 11,564 | - | 11,564 | ||||||||
Deficit | (21,811,091 | ) | (168,551 | ) | (21,979,642 | ) | ||||||
2,005,963 | 186,850 | 2,192,813 | ||||||||||
$ | 2,426,060 | $ | 186,850 | $ | 2,612,910 |
28
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
Reconciliation of the Company’s equity as at:
October 31, 2011 | ||||||||||||
Effect of | ||||||||||||
transition to | ||||||||||||
Previous GAAP | IFRS | IFRS | ||||||||||
ASSETS | ||||||||||||
CURRENT | ||||||||||||
Cash | $ | 511,761 | $ | - | $ | 511,761 | ||||||
Short-term investments | 561,002 | - | 561,002 | |||||||||
Other receivables | 6,749 | - | 6,749 | |||||||||
Prepaid expenses and deposits | 52,274 | - | 52,274 | |||||||||
1,131,786 | - | 1,131,786 | ||||||||||
Deposit | 8,389 | - | 8,389 | |||||||||
Property and equipment | 260,254 | - | 260,254 | |||||||||
Technology rights | (a) | 358,200 | 181,800 | 540,000 | ||||||||
1,758,629 | $ | 181,800 | $ | 1,940,429 | ||||||||
LIABILITIES | ||||||||||||
CURRENT | ||||||||||||
Accounts payable and accrued liabilities | 83,571 | $ | - | $ | 83,571 | |||||||
Deferred lease inducements | 53,594 | 53,594 | ||||||||||
Convertible debentures | (b) | 289,499 | - | 289,499 | ||||||||
426,664 | - | 426,664 | ||||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||
Share capital | 18,234,001 | - | 18,234,001 | |||||||||
Warrants | 2,413,884 | - | 2,413,884 | |||||||||
Contributed surplus | (c) | 3,746,747 | 73,843 | 3,820,590 | ||||||||
Convertible debenture – equity component (b) | 11,564 | - | 11,564 | |||||||||
Deficit | (23,074,231 | ) | 107,957 | (22,966,274 | ) | |||||||
1,331,965 | 181,800 | 1,513,765 | ||||||||||
1,758,629 | $ | 181,800 | $ | 1,940,429 |
29
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
(a) | Technology Rights |
For 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 was $398,000 for the technology rights, with any discrepancy recorded as a charge to deficit. | |
Under IFRS, transactions with a 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 as at November 1, 2010, the exchange amount was $600,000. | |
(b) | Convertible Debentures |
Both IFRS and GAAP require compound financial instruments to separately record the debt and equity portions of the instrument. The Company separated the debt and equity components of the convertible debenture under GAAP by first allocating value to the equity portion of the convertible debenture with the remainder being recorded as liabilities. This is not permitted under IFRS which requires a value to firstly be allocated to the debt portion with the remainder being allocated to equity. As this difference did not result in a significant allocation difference no adjustment has been recorded. | |
Pursuant to IAS 12Income Taxes, a taxable temporary difference arises from the initial recognition of the equity component related to the convertible debenture, however the impact to the Company was insignificant and as such no deferred income tax liability was recorded. | |
(c) | Share-based Payments |
The company previously recognized forfeitures as they occurred however under IFRS the application of an estimated forfeiture rate for stock option grants is required. | |
IFRS 2, similar to GAAP, requires the Company to measure share-based payment transactions related to share options granted to employees at the fair value of the options on the date of grant and to recognize such expense over the vesting period of the options. However, for options granted to non-employees, IFRS requires that share-based compensation be measured at the fair value of the services received unless the fair value cannot be reliably measured. For the purpose of accounting for share-based payment transitions, an individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by an employee. This definition of an employee is broader than that previously applied by the Company under GAAP and resulted in certain contractors and consultants being classified as employees under IFRS. |
30
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
THREE MONTHS ENDED JULY31, 2011 | ||||||||||||
Previous | Effect of | IFRS | ||||||||||
GAAP | Transition to | |||||||||||
IFRS | ||||||||||||
EXPENSES | ||||||||||||
Research and development | $ | 154,424 | $ | - | $ | 154,424 | ||||||
General and administrative | (d),(e) | 129,367 | 215,799 | 345,166 | ||||||||
Depreciation of property and equipment | (e) | 45,426 | ( 4,205 | ) | 41,221 | |||||||
Depreciation of technology rights | (e) | --- | 15,000 | 15,000 | ||||||||
Bank charges and interest, net | 21,899 | 21,899 | ||||||||||
Loss (gain) on foreign exchange | 12,221 | 12,221 | ||||||||||
Net loss and comprehensive loss for the period | $ | (363,337 | ) | $ | 226,594 | $ | (589,931 | ) | ||||
NINE MONTHS ENDED JULY31, 2011 | ||||||||||||
Previous | Effect of | IFRS | ||||||||||
GAAP | Transition to | |||||||||||
IFRS | ||||||||||||
EXPENSES | ||||||||||||
Research and development | $ | 440,933 | $ | - | $ | 440,933 | ||||||
General and administrative | (d),(e) | 1,127,323 | 328,601 | 1,455,924 | ||||||||
Depreciation of property and equipment | (e) | 136,277 | ( 12,615 | ) | 123,662 | |||||||
Depreciation of technology rights | (e) | --- | 45,000 | 45,000 | ||||||||
Bank charges and interest, net | 30,864 | 30,864 | ||||||||||
Loss (gain) on foreign exchange | 32,164 | 32,164 | ||||||||||
Net loss and comprehensive loss for the period | $ | (1,767,561 | ) | $ | (360,986 | ) | $ | (2,128,547 | ) |
31
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
Notes to Condensed Consolidated Interim Financial Statements
Nine months ended July 31, 2012
Expressed in Canadian dollars
(Unaudited - Prepared by Management)
16. | FIRST TIME ADOPTION OF IFRS (CONTINUED) |
(d) | Share-based payment |
A forfeiture rate of 0-15% was introduced into the calculations for specific option grants as determined on an individual grant basis by management. Additionally numerous individuals considered consultants under GAAP meet the definition of employees under IFRS. These changes resulted in increased share based compensation expense of $345,836 for the nine months ended July 31, 2011 and increased share based compensation expense of $221,544 for the three months ended July 31, 2011. | |
(e) | Technology Rights |
For GAAP purposes, the 211 technology rights purchase was a transaction with a related party and was recorded at the related party’s carrying value of the technology rights which was $398,000. Under IFRS, the transaction is to be measured at the exchange amount of $600,000. This increase to technology right resulted in increased depreciation of technology rights of $15,150 for the nine months ended July 31, 2011, $5,050 for the three months ended July 31, 2011 and $20,200 for the twelve months ended October 31, 2011. |
The depreciation of technology rights for the three months ended July 31, 2011, in the amount of $9,950 and $29,850 for the nine months ended July 31, 2011 was recorded as depreciation of property and equipment expense under GAAP and has been re-classed to depreciation of technology rights expense under IFRS. Additionally, the depreciation of deferred lease inducement in the amount of $5,745 for the three months ended July 31, 2011 and $17,235 for the nine months ended July 31, 2011 was included in general and administrative expense and has been re-classed to depreciation of property and equipment.
Statement of Cash Flows
There were no significant changes to the presentation of cash flows as reported under GAAP to IFRS.
32