Titan Trading Analytics (TTA) 20-F 2007 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended: October 31, 2007

OR

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

OR

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

For the transition period from _____________ to ______________

Commission file number: 000-25289

Page 1

TITAN TRADING ANALYTICS INC.

(Exact name of Registrant as specified in its charter)

Alberta, Canada

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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

Title of each class	Name of each exchange 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, 2007: 37,813,699

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

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

(Check one):

Large Accelerated Filer  ¨                                                                Accelerated Filer  ¨                                                      Non-accelerated filer  x

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

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

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

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

under a plan confirmed by a court.  Yes ¨No ¨

Page 2

TABLE OF CONTENTS

Titan Trading Analytics Inc.

Form 20-F Annual Report

Table of Contents

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

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

NOTE REGARDING FORWARD–LOOKING STATEMENTS

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

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CURRENCY AND EXCHANGE RATES

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

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

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

U.S. Dollars Per Canadian Dollar

	October	November	December	January	February	March
	2007	2007	2007	2008	2008	2008
High for the Month	1.0531	1.0901	1.0220	1.0096	1.0291	1.0162
Low for the Month	0.9998	0.9993	0.9789	0.9714	0.9815	0.9732

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

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

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

PART I

ITEM 1:    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2:    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3:    KEY INFORMATION

A.            Selected Financial Data

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

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

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

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

B.            Capitalization and Indebtedness

Not applicable.

C.            Reasons for the Offer and Use of Proceeds

Not applicable.

D.            Risk Factors

The risk factors set forth below are believed to be important in that they may have a material impact upon our future financial performance and could cause actual results to differ materially from those expressed in any forward-looking statement we make. Note that unknown factors, not discussed in this annual report, could also have a material adverse effect on our actual financial and other results.

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

We were incorporated on November 30, 1993, commenced operations in May 1994 and have yet to establish profitable business operations. To date, we have been largely engaged in product research and development and establishing a marketing strategy. Our accumulated deficit through October 31, 2007 is $11,920,584. Our initial products and planned services are just beginning to become available for market release and sale. We thus have a limited operating history and are expected to continue to incur losses and negative cash flow in the immediate future as these new products and services are completed and marketed. Our ability to succeed depends upon us achieving positive cash flow, failing which we will have to seek additional financing, and there can be no assurance that any additional financing will be available on acceptable terms, or at all.

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

As at October 31, 2007, we had $18,664 cash and receivables totaling $404.

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

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

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

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

Certain of our officers, directors and entities affiliated with us together beneficially owned a significant portion of our outstanding common shares as of April 25, 2008. These shareholders are able to exercise significant influence over matters requiring shareholder approval, including the election of directors and the approval of mergers, consolidations and sales of our assets. This fact may prevent or discourage tender offers for our common shares.

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

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

·   by establishing a profitable trading operation; and/or

·   by licensing software and providing support services to third parties.

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

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Our products and services face significant competition in the marketplace.

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

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

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

We depend on key personnel.

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

We do not have experienced sales staff or marketing personnel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We may be subject to product liability claims.

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

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

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

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

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

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

We believe that we qualify as a passive foreign investment company (“PFIC”) for the fiscal year ended October 31, 2007, and may qualify as a PFIC in the future with respect to our U.S. shareholders because our only source of income is interest, a passive source of income under the PFIC rules.

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

ITEM 4:    INFORMATION ON THE COMPANY

A.            History and Development of the Company

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

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

We also have a wholly owned subsidiary, Titan Trading GP Inc. (“Titan GP”), a corporation established under the laws of Alberta, which is the general partner for Titan Trading Limited Partnership 1 (“TTLP1”), a limited partnership formed on February 14, 2005 and Titan Trading Limited Partnership 2 (“TTLP2”) a limited partnership formed on January 18, 2006.  Both limited partnerships were formed under the under the laws of Alberta. TTLP1 and TTLP2 are funds which are currently raising financing by offering limited partnership interests. Titan GP will receive a management fee and a share in the distributions and the carried interest with the limited partners. The purpose of TTLP1 and TTLP2 is to raise financing and then trade the funds using our Titan Order Processing Software (“TOPS”) and the N1 Expert System software.

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

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

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

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

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

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

There are no divestitures currently in progress.

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

B.            Business Overview

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

TOPS, may conceptually be divided into two parts:

§   Trading system software; and

§   Automatic order execution software

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

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

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

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

1.   by establishing a profitable trading operation; and

2.   by marketing and licensing software to third parties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Marketing and Sales Strategy

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

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

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

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

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

·   present the trader with more technical based trading opportunities,

·   automate the order entry and exit process, and

·   manage risk on dozens of open positions with automation.

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

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

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

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

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

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

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

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

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

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

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

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

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

Principal Products and Services

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

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

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

·   trading system software; and

·   automatic order execution software.

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

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

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

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

Intellectual Property Rights

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

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

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

Trading and Testing Activities

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

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

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

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

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

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

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

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

Status of New Products or Services

Titan is constantly refining its trading software to maintain its integrity and marketability. As a result, we will be continuing to incur development costs. Subject to available financing, we anticipate spending approximately $475,000 over the next year on our development efforts. No new products, however, other than those described in this annual report, have been announced to the public.

Competition

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

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

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

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

Management and Employees

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

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

Government Regulation

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

·   Sales and other taxes;

·   User privacy;

·   Pricing controls;

·   Characteristics and quality of products and services;

·   Consumer protection;

·   Cross-border commerce;

·   Libel and defamation;

·   Copyright, trademark and patent infringement; and

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

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

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

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

C.            Organizational Structure

We have four wholly owned subsidiaries: (1) Titan Trading Corp., a corporation formed under the laws of the province of British Columbia, Canada; (2) Titan Trading GP Inc., a corporation formed under the laws of Alberta and extra-provincially registered in British Columbia, the general partner for TTLP1 and TTLP2, limited partnerships recently formed under the laws of Alberta; (3) Titan Trading USA, LLC, a Delaware limited liability company qualified to do business in New York and Florida; and (4) Titan Holdings USA, LLC, a Florida limited liability company.

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D.            Property, Plants and Equipment

We utilize about 6,500 square feet of office space in Edmonton, Alberta, Great Neck, New York and West Palm Beach, Florida. We have rent obligations of $16,300.00 per month. Our office expenses total approximately $8,795.00 per month. With the exception of computer equipment located in Edmonton, Alberta, Nanaimo, British Columbia, Great Neck, New York, West Palm Beach, Florida and the U.K., we currently do not have any property, plant or equipment located elsewhere.

ITEM 4A:    UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5:    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following should be read in conjunction with our audited financial statements and related notes accompanying this annual report. They have been prepared in accordance with Canadian generally accepted accounting principles. Reference should be made to Note 15 to our audited financial statements which provide a reconciliation to U.S. generally accepted accounting principles.

Critical Accounting Policies

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

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

Research and Development Costs

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

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

Stock-based Compensation Plan

The Company grants stock options to employees, officers, directors and persons providing management or consulting services to the Company pursuant to a stock option plan described in Note 7 to the Company’s

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consolidated financial statements.  The Company follows Accounting Standard No. 123 (R), a revision to SFAS 123. The Company estimates the fair value of the stock options granted using the Black-Scholes model and amortizes the fair value on a straight line basis over the vesting period.  The compensation expense recognized reflects estimates of award forfeitures at the time of grant and revised in subsequent periods if necessary, if actual forfeiture rates differ from those estimates.

A.           Operating Results

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

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

During the fiscal year 2007, the Company focused on the development of software trading programs.  Research and development expense increased by $470,913 over the prior year to $1,331,369, compared to $860,456 for the year ended October 31, 2006.

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

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

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

Other than as described herein, the Company did not experience any large fluctuations from quarter to quarter during 2007.  The net loss for the fourth quarter of fiscal year 2006 was $2,617,150, in comparison to $600,202 for the same period in fiscal 2007.  The large difference is a result of research and development expenses that were incurred during the period, specifically $1,891,479 of software development expense.

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

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

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

Professional fees increased relating to financial reporting requirements for the multi-jurisdiction filings as well as costs related to private placement financings.  Professional fees for the year ending October 31, 2006 were $153,098, in comparison to $139,207 for the same period ending October 31, 2005.

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

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

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

B.            Liquidity and Capital Resources

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

As at October 31, 2007, we had $18,664 cash and receivables of $404 as compared to $314,450 cash and receivables of $4,954 at our prior fiscal year end.

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

Equity Placements for the Fiscal Year Ended October 31, 2007

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

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

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

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

Equity Placements Fiscal Year Ended October 31, 2006

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

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

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

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

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

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

D.            Trend Information

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

E.            Off-balance Sheet Arrangements

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

F.            Tabular Disclosure of Contractual Obligations

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

ITEM 6:    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.            Directors and Senior Management

As of October 31, 2007, our directors were as follows:

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

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

Executive Officers	Age	Office
Dr. Kenneth W. Powell	63	President, Chief Executive Officer and Acting Chief Financial Officer
Michael Gossland	53	Secretary and Chief Technology Officer
David Terk	35	Chief Financial Officer of Titan USA

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

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

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

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

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

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

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

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

B.            Compensation

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

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

We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended October 31, 2007.

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

Consulting Fees

During the fiscal year ended October 31, 2007, the Company paid consulting fees to the following directors for services provided to the Company in the normal course of operations of the business:

·   Mr. Michael Gossland – $120,000

·   Mr. Philip Carrozza – $142,958

Option Grants

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

·   Mr. Michael Gossland – 500,000 options

·   Mr. Philip Carrozza – 500,000 options

·   Dr. Kenneth Powell – 400,000 options

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

·   Mr. Robert Roddick – 50,000 options

·   Mr. Michael Gossland – 10,000 options

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

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

·   Mr. Michael Gossland – 120,000 options

·   Mr. Phillip Carrozza – 120,000 options

·   Dr. Kenneth Powell – 120,000 options

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

·   Mr. Robert Roddick – 25,000 options

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

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

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

·   Mr. Michael Gossland – 200,000 options

·   Mr. Phillip Carrozza – 200,000 options

·   Dr. Kenneth Powell – 500,000 options

·   Mr. Robert Roddick – 75,000 options

·   Dr. Harold Elke – 150,000 options

·   Mr. David Terk – 100,000 options

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

·   Mr. Michael Gossland – 100,000 options

·   Mr. Phillip Carrozza – 100,000 options

·   Dr. Kenneth Powell – 100,000 options

·   Mr. Robert Roddick – 50,000 options

·   Dr. Harold Elke – 50,000 options

·   Mr. David Terk – 75,000 options

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

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

C.            Board Practices

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

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

No directors or officers have service contracts with us, nor are they entitled to any termination benefits, except for the consulting agreements entered into in February 2006, with each of Cignal (a company owned by Phillip Carrozza) and Michael Gossland, whereby they will provide consulting services to us until October 31, 2008.

Audit Committee

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

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

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

I.   Mandate

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

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

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

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

II.   Composition

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

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

The members of the Committee shall be elected by the Titan Directors at its first meeting following the annual shareholders’ meeting.  Unless a Chair is elected by the Titan Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

III.   Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate.  As part of its job to foster open communication, the Committee will meet at least annually with management and the external auditors in separate sessions.

The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to the Audit Committee members with copies to the Titan Directors, the Chief Financial Officer or such other officer acting in the capacity and the external auditor.

IV.   Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1.   Review and update the Charter annually.

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

External Auditors

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

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

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

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

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

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

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

10.   At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

11.   Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

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

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

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

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

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

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

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Financial Reporting Processes

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

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

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

17.   Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

18.   Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

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

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

21.   Review certification process.

22.   Establish procedures for:

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

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

Other

23.   Review any related-party transactions.

V.   Authority

The Committee may:

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

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

(c)   communicate directly with the internal and external auditors.

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

Remuneration Committee

We have not appointed a remuneration committee.

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D.            Employees

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

E.            Share Ownership

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

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

Notes:

(1) Includes (A) 400,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share until March 1, 2010; (C) 375,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012; (D) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (E) 75,000 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell, issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (F) 600,000 common shares held in escrow by TTN Escrow Capital Corp.; (G) 157,000 common shares that are held by Mr. Cameron Powell, the son of Dr. Powell; (H) 157,000 common shares that are held by Mr. Carson Powell, the son of Dr. Powell; (I) 2,809,897 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (J) 100,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on July 31, 2008; (K) 425,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; (L) 120,580 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; (M) 312,500 common shares underlying warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; (N) 150,000 common shares underlying warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; (O) 15,000 common shares underlying warrants that are held by Mr. Cameron Powell, the son of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; and (P) 15,000 common shares underlying warrants that are held by Mr. Carson Powell, the son of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010.

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(2) Includes (A) 500,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share until March 1, 2010; (C) 150,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012;  (D) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (E) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $0.50 per common share and expire on November 30, 2008; (F) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $1.00 per common share and expire on November 30, 2008; (G) 1,578,571 common shares that are held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; and (H) 14,285 common shares underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009.

(3) Includes (A) 112,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012;  (B) 12,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (C) 99,999 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on July 31, 2008; (D) 428,569 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on December 12, 2008; (E) 7,500 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; and (F) 138,890 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010.

(4) Includes (A) 500,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 410,593 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.155 per share and expire February 16, 2010; (C) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share and expire March 1, 2010; (D) 150,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (E) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (F) 17,000 common shares held in a registered education savings plan for the benefit of Mr. Gossland’s children where Mr. Gossland has a power of attorney; (G) 517,500 common shares held by Mrs. Sybille Gossland, the wife of Mr. Gossland; (H) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $0.50 per common share and expire on November 30, 2008; and (I) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $1.00 per common share and expire on November 30, 2008.

 (5) Includes (A) 50,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.155 per share and expire February 16, 2010; (B) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share until March 1, 2010; (C) 56,250 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (D) 12,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; and (E) 7,500 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009.

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(6) Includes (A) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (B) 18,750 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; and (C) 14,286 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009.

ITEM 7:    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.            Major Shareholders

As of April 25, 2008, we had 44,362,345 common shares issued and outstanding. As of April 25, 2008, the following shareholders beneficially owned greater than five percent (5%) of our common shares:

Name	Number of Common Shares Beneficially Owned	Percentage of Outstanding Common Shares
Kenneth Powell	12,181,895 (1)	26.07%
Phillip Carrozza	4,211,385 (2)	9.12%
Karen Powell	3,347,397 (3)	7.46%
Harold Elke	3,246,545 (4)	7.19%
Michael Gossland	2,740,093 (5)	5.88%

Notes:

(1) Includes (A) 400,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share until March 1, 2010; (C) 375,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012; (D) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (E) 75,000 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell, issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (F) 600,000 common shares held in escrow by TTN Escrow Capital Corp.; (G) 157,000 common shares that are held by Mr. Cameron Powell, the son of Dr. Powell; (H) 157,000 common shares that are held by Mr. Carson Powell, the son of Dr. Powell; (I) 2,809,897 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (J) 100,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on July 31, 2008; (K) 425,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; (L) 120,580 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; (M) 312,500 common shares underlying warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; (N) 150,000 common shares underlying warrants that are held by Mrs. Karen Powell, the wife of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; (O) 15,000 common shares underlying warrants that are held by Mr. Cameron Powell, the son of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010; and (P) 15,000 common shares underlying warrants that are held by Mr. Carson Powell, the son of Dr. Powell, that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010.

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(2) Includes (A) 500,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share until March 1, 2010; (C) 150,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012;  (D) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (E) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $0.50 per common share and expire on November 30, 2008; (F) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $1.00 per common share and expire on November 30, 2008; (G) 1,578,571 common shares that are held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; and (H) 14,285 common shares underlying warrants that are held by Mrs. Lorraine Kuppe, the wife of Mr. Carrozza, that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009.

(3) Includes (A) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (B) 312,500 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; and (C) 150,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010;

(4) Includes (A) 112,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012;  (B) 12,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (C) 99,999 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on July 31, 2008; (D) 428,569 common shares underlying warrants that are immediately exercisable at an exercise price of $0.50 per common share and expire on December 12, 2008; (E) 7,500 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire on December 7, 2009; and (F) 138,890 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire on March 6, 2010.

(5) Includes (A) 500,000 common shares issuable pursuant to stock options granted under our stock option plan that are vested and fully exercisable at an exercise price of $0.10 per share and expire December 22, 2008; (B) 410,593 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.155 per share and expire February 16, 2010; (C) 120,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.25 per share and expire March 1, 2010; (D) 150,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (E) 25,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.38 per share until January 28, 2013; (F) 17,000 common shares held in a registered education savings plan for the benefit of Mr. Gossland’s children where Mr. Gossland has a power of attorney; (G) 517,500 common shares held by Mrs. Sybille Gossland, the wife of Mr. Gossland; (H) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $0.50 per common share and expire on November 30, 2008; and (I) 500,000 common shares underlying warrants that are exercisable subject to certain milestones as more further described in the Software Transfer Agreementsat an exercise price of $1.00 per common share and expire on November 30, 2008.

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

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

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

Of our 165 registered shareholders as at April 25, 2008, 17 were residents of the United States representing 3,030,067 common shares or 6.8% of our 44,362,345issued and outstanding common shares as of that date.

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

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

B.            Related Party Transactions

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

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

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

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

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

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

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

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

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

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

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

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

C.            Interests of Experts and Counsel

Not applicable.

ITEM 8:    FINANCIAL INFORMATION

A.            Consolidated Statements and Other Financial Information

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

Legal Proceedings

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

Dividend Policy

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

B.            Significant Changes

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

ITEM 9:    THE OFFER AND LISTING

A.            Offer and Listing Details

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

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

Period High Low

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

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Period High Low

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

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

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

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Period High Low

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

B.            Plan of Distribution

Not applicable.

C.            Markets

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

D.            Selling Shareholders

Not applicable.

E.            Dilution

Not applicable.

F.            Expenses of the Issue

Not applicable.

ITEM 10:    ADDITIONAL INFORMATION

A.            Share Capital

Not applicable.

B.            Articles of Incorporation

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

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

All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our

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

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

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

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

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

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

C.            Material Contracts

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

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

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

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

D.            Exchange Controls

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

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

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

E.            Taxation

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

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

Certain Canadian Federal Income Tax Consequences

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

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

Dividends on Common Shares and Other Income

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

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

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

Dispositions of Common Shares

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

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

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

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U.S. Federal Income Tax Consequences

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

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

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

Circular 230 Disclosure

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

U.S. Holders.

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

Persons Not Covered.

This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including (i) persons who are tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities, (ii) persons who have a “functional currency” other than the U.S. dollar, (iii) persons subject to the alternative minimum tax, (xi) persons who own their common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (iv) persons who acquired their common shares through the

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exercise of employee stock options or otherwise as compensation for services, (v) persons that own an interest in an entity that owns common shares, (vi) persons who own, exercise or dispose of any options, warrants or other rights to acquire common shares, (vii) persons who are partners or owners of partnerships or other pass-through entities or (viii) persons who own their common shares other than as a capital asset within the meaning of Section 1221 of the Code.

Distribution on Our Common Shares.

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

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

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

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

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

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shareholder’s return pursuant to the QEF election less any prior distributions made by the corporation to the shareholder. Again, these rules are subject to several exceptions that are beyond the scope of this discussion, and U.S. Holders of our common shares should consult their own financial advisor, legal counsel or accountant regarding whether dividends paid by us to them will be exempt from federal income tax if a QEF election is made.

Disposition of Our Common Shares.

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

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

Management Believes Company is a Passive Foreign Investment Company.

General Discussion. We believe that we qualify as a PFIC, within the meaning of Sections 1291 through 1298 of the Code, for the fiscal year ended October 31, 2007, may have qualified as a PFIC in prior years and may qualify as a PFIC in subsequent years. A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of three alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of these three alternative tax regimes. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined below) and a U.S. Holder owns, actually or constructively, 10 % or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at “Controlled Foreign Corporation” below).

Definition of PFIC. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (a) 75% or more of its gross income is “passive income” or (b) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. However, gains resulting from commodities transactions are generally excluded from the definition of passive income if “substantially all” of a merchant’s, producer’s or handler’s business is as an active merchant, producer or handler of such commodities. For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation. Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a “related” person to the extent such amount is properly allocable to the income of such related person which is not passive income. For these purposes, a person is related with respect to a foreign corporation if such person “controls” the foreign corporation or is controlled by the foreign corporation or by the same persons that control the

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foreign corporation. For these purposes, “control” means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation. As stated above, we believe we satisfied both the 75% passive income and the 50% passive assets tests during the fiscal year ended on October 31, 2007 and anticipate meeting both of these tests in the fiscal year that will end on October 31, 2008. There can be no assurance that our determination concerning our PFIC status will not be challenged.

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

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

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

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

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

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

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

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

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

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

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

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

Foreign Tax Credit.

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

There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s “foreign source” income bears to his or its worldwide taxable income. In applying this limitation, the various items of income and deduction must be classified as either “foreign source” or “U.S. source.” Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes or “baskets” of income. For tax years beginning after 2006, there are only two baskets, “passive category income” and “general category income”.  Foreign taxes assigned to a particular class of income generally cannot offset United States tax on income assigned to another class.  For tax years of U.S. Holders beginning after October 22, 2004, unused foreign tax credits can generally be carried back one year and forward ten years.  Dividends distributed by us will generally constitute “foreign source” income, and will be classified as “passive income”.

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

Information Reporting; Backup Withholding.

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

Page 49

withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to our common shares.

Controlled Foreign Corporation

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

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

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

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

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

F.            Dividends and Paying Agents

Not applicable.

G.            Statement by Expert

Not applicable.

H.            Documents on Display

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

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

Page 50

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

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

I.            Subsidiary Information

Not applicable.

ITEM 11:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 12:    DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13:    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

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

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

There have been no material modifications to our common shares.

ITEM 15:    CONTROLS AND PROCEDURES

A.            Disclosure Controls and Procedures

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

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

 Not applicable.

C.            Attestation Report of the Registered Public Accounting Firm

 Not applicable.

D.            Changes in Internal Control Over Financial Reporting

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

ITEM 16A:    AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B:    CODE OF ETHICS

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

Page 52

ITEM 16C:    PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit Fees

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

Audit–Related Fees

None.

Tax Fees

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

All other Fees

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

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

There were no fees in 2007 and 2006 that were not pre-approved by our audit committee. All services described above under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees” were approved by our audit committee pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

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

Not applicable.

ITEM 16E:    PURCHASES OF EQUITY SECURITIES BY AFFILIATED PURCHASERS

(a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Units) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

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

Page 53

(a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Units) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

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

Notes:

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

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

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

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

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

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

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

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

Page 54

PART III

ITEM 17:    FINANCIAL STATEMENTS

Our audited consolidated financial statements include:

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

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

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

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

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

The consolidated financial statements as at and for the year ended October 31, 2005 were audited by Deloitte & Touche LLP, our former Independent Registered Chartered Accountants.

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada and are reconciled to United States generally accepted accounting principles in Note 15. All figures are expressed in Canadian dollars.

Page 55

Report of Independent Registered Chartered Accountants

To the Shareholders of

Titan Trading Analytics Inc.

We have audited the consolidated balance sheets of Titan Trading Analytics Inc. as at October 31, 2007 and 2006, and the consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

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

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

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

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

The standards of the Public Company Accounting Oversight Board (United States) require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements.  Although we conducted our audit in accordance with both Canadian generally accepted accounting standards and the standards of the Public Company Accounting Oversight Board (United States), our report to the shareholders dated February 20, 2008, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the report of the independent registered Chartered Accountants when the events and conditions are adequately disclosed in the financial statements.

	“Collins Barrow Edmonton LLP”
Edmonton, Alberta, Canada	Signed
February 20, 2008	Independent Registered Chartered Accountants

Page 56

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Balance Sheets

As at October 31, 2007 and 2006

(expressed in Canadian dollars)

	2007			2006
ASSETS
CURRENT
Cash and cash equivalents	$	18,664		$	314,450
Short-term investments (Note 4)		221,807			---
Sundry Receivable		404			4,954
Prepaid expenses & deposit		7,757			73,865
		248,632			393,269
Deposit		23,500			---
Equipment (Note 5)		159,270			62,435
	$	431,402		$	455,704
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	274,173		$	281,780
Loans and advances (Note 6)		350,831			216,082
		625,004			497,862
Commitments (Note 10)
Going Concern (Note 1)
SHAREHOLDERS’ EQUITY
Share capital (Note 7)		8,795,045			6,717,678
Warrants (Note 7)		812,255			725,989
Contributed surplus (Note 7)		2,119,682			1,913,572
Deficit		(11,920,584	)		(9,399,397	)
		(193,602	)		(42,158	)
	$	431,402		$	455,704

See accompanying notes

Approved on behalf of the Board:

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

Page 57

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Statements of Operations and Comprehensive Loss

Years ended October 31, 2007, 2006 and 2005

(expressed in Canadian dollars)

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

See accompanying notes

Page 58

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Statements of Shareholders’ Equity

Years ended October 31, 2007, 2006 and 2005

(expressed in Canadian dollars)

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

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

Net loss						(2,521,187	)	(2,521,187	)
Expired/cancelled warrants		(11,633	)	11,633				---
Stock options exercised	78,904			(23,342	)			55,562
Warrants exercised	884,171	(86,150	)					798,021
Private placement	865,292	184,049						1,049,341
Warrants issued	249,000							249,000
Stock compensation expense				217,819				217,819
October 31, 2007	8,795,045	812,255		2,119,682		(11,920,584	)	(193,602	)

See accompanying notes

Page 59

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

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

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

See accompanying notes

Page 60

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

1. NATURE OF OPERATIONS & GOING CONCERN

(a)   Operations

Titan Trading Analytics Inc. (“Titan” or the “Company”) was incorporated on November 30, 1993.  The Company is a development stage company that focuses on developing financial software for market timing, trading analytics and automated trading execution. The Company has yet to establish profitable business operations and has remained in research and development mode since its incorporation.  Since 2002 the Company has been developing an automated trading platform.  Cumulative balances incurred in developing the automated trading platform since 2002 have been presented in the financial statements.  The Company currently has two distinct trading products in its line-up, each of which is now beginning to establish a real-world track record to demonstrate its potential as a revenue source.

(b)   Going concern

The consolidated financial statements of Titan have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant operating losses over the past several fiscal years as they have not completed the development of their financial software, and has an accumulated deficit of $11,920,584 at October 31, 2007.  As at October 31, 2007, the Company also has a working capital deficiency of $376,372.

Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the current year, reduce operating losses and obtain additional or new financing in order to advance its business plan. Alternatives being considered by management include, among others, obtaining financing from new lenders and the issuance of additional equity (See subsequent events, Note 13). The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2008.  However, management can provide no assurance thereon.

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

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

Page 61

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

2. CHANGE IN ACCOUNTING POLICY

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

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

The Company has classified its financial instruments as follows:

Financial Instrument	Classification	Subsequent measurement
Cash and cash equivalents	Held for trading	Fair market value
Short-term investments	Held for trading	Fair market value
Sundry receivable	Loans and receivables	Amortized cost
Accounts payable	Other liabilities	Amortized cost
Loans and advances	Other liabilities	Amortized cost

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

Page 62

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

2. CHANGE IN ACCOUNTING POLICY (continued)

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

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

3. SIGNIFICANT ACCOUNTING POLICIES

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

Consolidation

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

Research and development

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

Equipment

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

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

The Company makes periodic reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount.

Page 63

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

3.            SIGNIFICANT ACCOUNTING POLICIES (continued)

Future income taxes

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

Foreign currency translation

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

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

Use of estimates

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

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value, with an original maturity of less than three months at the time of purchase.

Page 64

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per share

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted loss per share by application of the treasury stock method. Diluted loss per share is not presented when it would be anti-dilutive.

Stock-based compensation

The fair value of stock options are calculated at the date of grant and is expensed over the vesting period of the options on a straight-line basis.  The Company uses the Black-Scholes model to calculate the fair value of stock options issued, which requires certain assumptions to be made at the time the options are awarded, including the expected life of the option, the expected number of granted options that will vest and the expected future volatility of the stock.  As the options are exercised, the consideration paid, along with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

Non-monetary transactions

All non-monetary transactions are measured at the fair value of the asset surrendered or the asset received, whichever is more reliable, unless the transaction lacks commercial substance. The commercial substance requirement is met when the future cash flows are expected to change significantly as a result of the transaction.

Future Accounting Pronouncements

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

- Section 3862 “Financial Instruments – Disclosure”

- Section 3863, “Financial Instruments – Presentation”

- Section 1506, “Accounting Changes”, and

- Section 1535, “Capital Disclosures”

Financial Instruments – Disclosure and Presentation

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

Page 65

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Changes

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

Capital Disclosures

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

4.            SHORT-TERM INVESTMENTS

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

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

5.             EQUIPMENT

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

Page 66

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

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

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

7.  SHARE CAPITAL

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

Page 67

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

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

a)   Share Capital

 2007

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

Page 68

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

7.   SHARE CAPITAL (continued)

a) Share Capital (continued)

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

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

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

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

2006

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

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

Page 69

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

7.   SHARE CAPITAL (continued)

       a) Share Capital (continued)

2006 (continued)

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

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

b) upon the Company achieving $800,000 of cumulative gross revenue, an additional 1/3 of the Common Shares (1,500,000 Common Shares) will be eligible to be issued; and

c) upon the Company achieving $1.2 million of cumulative gross revenue, an additional 1/3 of the Common Shares (1,500,000 Common Shares) will be eligible to be issued.

A total of 1,000,000 purchase warrants issued are exercisable at $0.50 per share for a six month period commencing June 1, 2007, provided the Company achieves at least $1.2 million of gross revenue for the preceding one year period.  The remaining 1,000,000 purchase warrants are exercisable at a price of $1.00 per share for a six month period commencing June 1, 2008 provided the Company achieves gross revenue of $1.8 million for the one year period commencing June 1, 2007.  The fair value of the common shares to be issued and warrants have been determined to be $1,575,000 and $316,479 respectively, with a corresponding value of $1,891,479 attributed to software development.

Escrowed Shares

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

Stock Options

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

Page 70

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

7.   SHARE CAPITAL (continued)

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

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

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

Exercise Price	Number Outstanding	Number Exercisable	Weighted Average Remaining Contractual Life (years)
$ 0.10	1,435,000	1,435,000	1.1
0.155	495,593	495,593	2.3
0.25	980,000	980,000	3.3
0.315	360,000	270,000	3.7
0.30	1,800,000	887,500	4.2
0.69	200,000	50,000	4.7
0.50	130,000	32,500	4.8
	5,400,593	4,150,593

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

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

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

Page 71

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

7.   SHARE CAPITAL (continued)

Warrants

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

Exercise Prices	Number Outstanding	Expiry Date
$0.40	1,614,065	February 1, 2008
$0.50	1,238,434	July 31, 2008
$0.50	2,000,000	November 30, 2008
$0.50	1,655,632	December 12, 2008
	6,508,131

CONTRIBUTED SURPLUS

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

8. FUTURE INCOME TAXES

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

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

The tax effect of significant temporary differences is as follows:

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

Page 72

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

8.  FUTURE INCOME TAXES (continued)

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

The financial statements do not reflect the potential tax reductions which may be available through the application of losses of approximately $8,838,721 carried forward against future years' earnings otherwise subject to income taxes.

The losses expire as follows:

	Loss carryforwards in the United States	Loss carryforwards  in Canada	Total
2008		585,785	585,785
2009		447,548	447,548
2010		185,347	185,347
2014		458,893	458,893
2015		1,362,971	1,362,971
2026	173,617	3,335,533	3,509,150
2027	318,554	1,970,473	2,289,027
Total	492,171	8,346,550	8,838,721

9. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

Page 73

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

10. COMMITMENTS

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

Year	Total
2008	$104,657
2009	$78,768
2010	$78,768
2011	$78,768
2012	$65,640

b)   Effective May 1, 2006, the Company signed consulting agreements with two consultants.  The consultants are to be paid $2,000 per month for their consulting services until termination of the agreement.  Each consultant will also be issued 100,000 common shares which will be subject to a four-month hold period on issuance of the shares.

c)   Effective June 1, 2006, the Company signed a consulting agreement with a consultant for development, sales and marketing of the software.  The consultant is to be paid $2,000 per month for his consulting services until termination of the agreement.  The consultant will also be issued 100,000 common shares which will be subject to a four-month hold period on issuance of the shares.

d)   The Company has consulting agreements with two directors of the Company for $10,000 per month each to maintain, support and improve the software, as well as, to provide general software programming and consulting services.  The agreement remains in effect until October 31, 2008.

11.         FINANCIAL INSTRUMENTS

Fair Value

The Company's financial instruments consist of cash and cash equivalents, short-term investments, sundry receivable, accounts payable and accrued liabilities and loans and advances.  The fair values of these financial instruments approximate their carrying value due to their short-term nature.

Credit Risk

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

Page 74

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

11.         FINANCIAL INSTRUMENTS (continued)

Foreign Currency Risk

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

Interest Rate Risk

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

12.         SEGMENTED INFORMATION

The Company did not generate any revenues in the current year. All of the Company’s property and equipment is located in Canada, the United States and the United Kingdom.

13. SUBSEQUENT EVENTS

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

b)  On February 20, 2008, the Company announced it intends to proceed with a non-brokered private placement offering of up to 2,000,000 units at a price of $0.255 Canadian ($0.25 US) per unit for gross proceeds of up to $510,000 Canadian ($500,000 US).  Each unit will consist of one (1) common share in the capital of the Company and one-half (½) of one common share purchase warrant.  Each whole warrant will entitle the holder thereof to purchase one common share for a price of $0.35 Canadian ($0.34 US) for a period of twenty four (24) months from closing.

14. LOSS PER COMMON SHARE

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

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

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TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

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

The Company prepares its consolidated financial statements in accordance with Canadian generally accepted accounting principles.  There are no material variations between the financial position of the Company and the results of operations and cash flows under Canadian generally accepted accounting principles and United States generally accepted accounting principles (“U.S. GAAP”), except as follows:

Consolidated statements of cash flows

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

Warrants

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

Research and development

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

New Accounting Standards

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

SFAS 157

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

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TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2007 and 2006

(expressed in Canadian dollars)

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

SFAS 159

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

FIN 48

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

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ITEM 18:    FINANCIAL STATEMENTS

See “Item 17 – Financial Statements”

ITEM 19:    EXHIBITS

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

________________

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

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

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

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

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

SIGNATURES

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

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

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EXHIBIT INDEX

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

________________

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

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

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

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

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

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