Titan Trading Analytics (TTA) 20-F/A 2009 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

AMENDMENT NO. 1

¨  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, 2008

OR

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

OR

o     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

EXPLANATORY NOTE

This Amendment No. 1 to the annual report on Form 20-F of Titan Trading Analytics Inc. that was originally filed on May 8, 2009 (the "2008 Form 20-F"), is being filed solely for the purpose of correcting a clerical error pursuant to which signatures of our auditor were not included on the “Report of Independent Registered Chartered Accountants” and the “Comments by Independent Registered Chartered Accountants for US Readers on Canada-United States of America Reporting Differences” contained herein.  There are no other changes contained in this Amendment No. 1 as compared to the 2008 Form 20-F.

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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 ¨

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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	6
ITEM 2:	OFFER STATISTICS AND EXPECTED TIMETABLE	6
ITEM 3:	KEY INFORMATION	6
A.	Selected Financial Data	6
B.	Capitalization and Indebtedness	7
C.	Reasons for the Offer and Use of Proceeds	8
D.	Risk Factors	8
ITEM 4:	INFORMATION ON THE COMPANY	12
A.	History and Development of the Company	12
B.	Business Overview	13
C.	Organizational Structure	24
D.	Property, Plants and Equipment	24
ITEM 4A:	UNRESOLVED STAFF COMMENTS	24
ITEM 5:	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	24
A.	Operating Results	26
B.	Liquidity and Capital Resources	28
C.	Research and Development, Patents and Licenses, etc	29
D.	Trend Information	29
E.	Off-balance Sheet Arrangements	29
F.	Tabular Disclosure of Contractual Obligations	29
ITEM 6:	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	29
A.	Directors and Senior Management	29
B.	Compensation	30
C.	Board Practices	32
D.	Employees	36
E.	Share Ownership	36
ITEM 7:	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	39
A.	Major Shareholders	39
B.	Related Party Transactions	41
C.	Interests of Experts and Counsel	43
ITEM 8:	FINANCIAL INFORMATION	43
A.	Consolidated Statements and Other Financial Information	43
B.	Significant Changes	43
ITEM 9:	THE OFFER AND LISTING	44
A.	Offer and Listing Details	44
B.	Plan of Distribution	45
C.	Markets	45
D.	Selling Shareholders	45
E.	Dilution	45
F.	Expenses of the Issue	45
ITEM 10:	ADDITIONAL INFORMATION	45
A.	Share Capital	45
B.	Articles of Incorporation	46
C.	Material Contracts	46
D.	Exchange Controls	48
E.	Taxation	48
F.	Dividends and Paying Agents	56

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Section		Page
G.	Statement by Expert	56
H.	Documents on Display	56
I.	Subsidiary Information	57
ITEM 11:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
ITEM 12:	DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES	57
PART II
ITEM 13:	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	58
ITEM 14:	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	58
ITEM 15:	CONTROLS AND PROCEDURES	58
A.	Disclosure Controls and Procedures	58
B.	Management / Annual Report on Internal Controls over Financial Reporting	58
C.	Attestation Report of the Registered Public Accounting Firm	59
D.	Changes in Internal Control Over Financial Reporting	59
ITEM 16A:	AUDIT COMMITTEE FINANCIAL EXPERT	59
ITEM 16B:	CODE OF ETHICS	59
ITEM 16C:	PRINCIPAL ACCOUNTANT FEES AND SERVICES	59
ITEM 16D:	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	60
ITEM 16E:	PURCHASE OF EQUITY SECURITIES BY AFFILIATED PURCHASES	60
PART III
ITEM 17:	FINANCIAL STATEMENTS	62
ITEM 18:	FINANCIAL STATEMENTS	94
ITEM 19:	EXHIBITS	94

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 on the average of the exchange rates on the last day of each month in such periods) and the range of high and low exchange rates for such periods.

U.S. Dollars Per Canadian Dollar

	Year Ended October 31,
	2008	2007	2006	2005	2004	2003	2002	2001
Average for Period	0.9690	0.9811	0.8831	0.8213	0.7634	0.6880	0.6354	0.6513

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
	2008	2008	2008	2009	2009	2009
High for the Month	0.9428	0.8694	0.8360	0.8485	0.8221	0.8180
Low for the Month	0.7727	0.7782	0.7710	0.7889	0.7860	0.7698

At December 31, 2008 the Federal Reserve Bank of New York ceased publishing foreign exchange quotations.  As of January 1, 2009 the Company began using the closing rate for foreign exchange published by the Bank of Canada.  As of April 21, 2009, the Closing exchange rate of Canadian dollars into United States dollars published by the Bank of Canada US$0.8089 (US$1.00 = CDN$1.2363).

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, 2008, 2007, 2006, 2005 and 2004. 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 17 to our audited financial statements.

	FISCAL YEAR ENDED:
	OCT 31, 2008			OCT 31, 2007 (Restated)			OCT 31, 2006 (Restated)			OCT 31, 2005			OCT 31, 2004
REVENUE		-			-			-			-			-
EXPENSES	$	3,081,814		$	2,587,613		$	1,716,500		$	1,343,289		$	457,589
INTEREST/OTHER INCOME	$	5,829		$	7,975			-			-			-
NET LOSS FOR YEAR CDN GAAP	$	3,075,985		$	2,579,638		$	1,716,500		$	1,343,289		$	457,589
NET LOSS FOR YEAR US GAAP	$	3,075,985		$	2,525,638		$	1,716,500		$	1,343,289		$	457,589
NET LOSS PER SHARE CDN GAAP	$	(0.07	)	$	(0.07	)	$	(0.06	)	$	(0.07	)	$	(0.04	)
NET LOSS PER SHARE, BASIC AND DILUTED, US GAAP	$	(0.07	)	$	(0.07	)	$	(0.06	)	$	(0.07	)	$	(0.04	)
NET WORKING CAPITAL	$	(199,946	)	$	(434,823	)	$	(104,593	)	$	(76,993	)	$	(324,246	)
TOTAL ASSETS CDN GAAP	$	1,528,919		$	431,402		$	455,704		$	213,066		$	93,453
TOTAL ASSETS US GAAP	$	1,528,919		$	431,402		$	455,704		$	213,066		$	93,453
NET ASSETS	$	839,586		$	(252,053	)	$	(42,158	)	$	(45,994	)	$	(305,191	)
CAPITAL STOCK	$	11,707,655		$	8,795,045		$	6,717,678		$	5,293,505		$	3,948,594
SHARES OUTSTANDING		49,214,345			37,813,699			30,814,497			22,646,399			13,024,965
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.

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C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors set forth below are believed to be important in that they may have a material impact upon our future financial performance and could cause actual results to differ materially from those expressed in any forward-looking statement we make. Note that unknown factors, not discussed in this annual report, could also have a material adverse effect on our actual financial and other results. The factors below should be considered in connection with any financial and forward-looking information in this Form 20-F and the cautionary note regarding forward-looking statements contained on pages 3 and 4.

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

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

We were incorporated on November 30, 1993, commenced operations in May 1994 and have yet to establish profitable business operations. To date, we have been largely engaged in product research and development and establishing a marketing strategy. Our accumulated deficit through October 31, 2008 is $13,163,541. 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, 2008, we had $334,954 cash and receivables totaling $nil.

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.

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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 21, 2009. 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.

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 Operate in a Highly Competitive Market

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

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

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

On January 15, 2009, we filed a provisional application with the U.S. Patent and Trademark Office and we now have up to one year to prepare and file a utility patent application for this matter in order to maintain the filing date.  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.

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

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

During the 2008 fiscal year, the closing price of our common shares as traded on the TSX Venture Exchange ranged from $0.29 to $0.67.

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.

When 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.

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

We are incorporated under the laws of Alberta, Canada and, all of our directors and officers, with the exception of Messrs. 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.

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, 2008, 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., a wholly owned subsidiary, under a former Companies Act, as that term is defined in the Business Corporations Act (British Columbia), as a wholly owned subsidiary.  Titan Trading Corp. was continued under the Business Corporations Act (Alberta) on August 22, 2006.  This subsidiary was originally incorporated with a view to eventually forming a separate trading business, but to date has conducted no business. It has no income, expenses, assets or liabilities and is presently an inactive subsidiary.

We have an additional wholly owned subsidiary, Titan Trading GP Inc. (“Titan GP”), a corporation established under the laws of Alberta, which is the general partner for Titan Trading Limited Partnership 2 (“TTLP2”) a limited partnership formed on January 18, 2006 under the laws of Alberta. TTLP2 was created to raise 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 TTLP2 is to raise financing and then trade the funds using our Titan Tick Analyst software (“Tick Analyst”) and the N1 Expert System software. This activity is not being pursued by the Company at the present time. Any and all trading operations are being conducted by its wholly owned subsidiary, Titan Trading USA, LLC.

Titan GP was also the general partner for Titan Trading Limited Partnership 1 (“TTLP1”), a limited partnership formed on February 14, 2005 under the laws of Alberta.  TTLP1 was created to raise financing by offering limited partnership interests and after its two year term, was dissolved in 2007 and the principal investment plus interest was returned to the respective investors.

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

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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:

	2008		2007		2006
Purchase (sale) of property and equipment	$	731,147	$	132,786	$	43,276

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. 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 Liebert 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 continues to expend all of our efforts developing the trading software to be ready for full use.  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 Cignal Technology and a 25% interest in all net profits third parties (subject to certain licenses being exempt) realize from the use of the Cignal Technology. In consideration therefore, the Company agreed to fund all future development costs associated with the Tick Analyst 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 Tick Analyst 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.

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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 Tick Analyst . 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 Tick Analyst 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 Tick Analyst.  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.

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 Tick Analyst 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 were to 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.

Pursuant to disinterested shareholder approval on September 19, 2008, the Software Transfer Agreements were further amended and the TSX Venture Exchange approved such amendments On October 2, 2008.  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.

The following is a summary of the current terms of the Software Transfer Agreements:

1. The total number of securities issuable pursuant to the Software Transfer Agreements is 4,500,000 common shares (3,000,000 common shares to Mr. Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and 2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and 1,000,000 to Mr. Gossland).

2. The common shares are only issuable upon the Company achieving certain gross revenue milestones by May 31, 2009.  One-third of the common shares, being 1,500,000 common shares, will be eligible to be issued upon the Company achieving gross revenues from the software of $400,000, $800,000 and $1,200,000, calculated ending May 31, 2009.  Any common shares not earned by May 31, 2009 will not be eligible for issuance.

3. The first 1,000,000 performance warrants are exercisable at a price of $0.50 per share for a six-month period commencing June 1, 2009, provided that the Company has achieved at least $1,200,000 of gross revenue for the period ended May 31, 2009.  The second 1,000,000 performance warrants are exercisable at a price $1.00 per share for a six-month period commencing June 1, 2009, provided that Titan has achieved gross revenue of $1,800,000 for the period ended May 31, 2009.

As of April 21, 2009, the gross revenue milestones have not yet been achieved and therefore, no common shares are issuable and no performance warrants are exercisable.  We are currently reviewing possible avenues for restructuring of the Software Transfer Agreements.

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.  Both Mr. Gossland and Mr. Carrozza continue to provide services to us and we expect to enter in to new consulting agreements, on substantially the same terms of the original agreements, once the Software Transfer Agreements are revised.

The Company’s major flagship product in its line-up, called the TickAnalyst Suite (“TickAnalyst”). This suite is now beginning to establish a real-world track record to demonstrate its potential as a revenue source.  TickAnalyst is a fully integrated, scalable algorithmic trading system that, in addition to its existing base model packages, incorporates several countertrend and mean reversion models shown to be effective analytical tools in normal, non-trending and highly volatile markets. Built on Titan’s comprehensive market analysis technologies, TickAnalyst has the capability to analyze the fastest data feeds available from the world’s stock exchanges. With ultra high-speed analysis capabilities, TickAnalyst is designed to execute thousands of trades per second on a single platform with a high probability of success for each trade.

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TickAnalyst Suite is a group of software applications, which may be divided into several parts:

1. Signus, also known internally as the blackbox, used to generate trading signals.

2. TOMS, Titan’s order management software, used to execute and manage trades.

3. QuickTick Charting, used for financial data visualization.

4. TradeViewer, used to display the results of the trading performance.

5. TopView and TopViewClient, used to distribute the real-time and historical trading signals.

6. Several back end data management tools, with internal names to manage data.

These parts, when assembled with other 3rd party components, form a complete automated trading system capable of transforming real-time market data into executed trading orders.  The trading system controls the trading decisions while monitoring the data arriving from the real-time data feed and looks for the pre-defined patterns of movement in price, volume, and time.  When a particular pattern is found, a trading signal is generated.  The automatic order execution software is responsible for processing the trading signals and turning them into online trading orders.  The orders are sent over the internet to the RediPlus trade execution engines, Several other trade execution engines (RealTick, FIX, ODL, ChoiceFX) are supported but are not used at Titan at present.  The software can operate in simulation mode, where no orders are actually placed; in semi-automatic mode, where orders require a manual confirmation step, or in fully automatic mode, orders are executed with little operator intervention.

The TickAnalyst has components that are subject to certain rights to pursuant the Software Transfer Agreements described above. Otherwise, the Company wholly owns the TickAnalyst technology in its entirety.

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

1. present the trader with more technical based trading opportunities;

2. automate the order entry and exit process; and

3. manage risk on dozens of open positions with automation.

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

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.

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.  We are not actively pursuing the development of this software at this time.

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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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 USA.

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 Leibert 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 marked the beginning of phase two of our currency alternative investment product managed by David Terk of Titan USA.  On January 8, 2009, Avidus Trading LLC, a broker which the Company has been using for trading of securities, filed a bankruptcy petition with the Southern District of Florida U.S. Bankruptcy Court.  We are uncertain whether the investments can be recovered.

In May, 2008, the Company announced that the new Edmonton, Alberta office backup power system, consisting of a short-term battery-powered UPS with a long-term 100kW diesel-powered electrical backup, performed flawlessly during a multi-hour power failure test.  In addition, we have also developed a databank hosting 15 terabytes of NYSE and NASDAQ data extending as far back as 2004.  The Company is using this database to run beta tests of its Tick Analyst Suite.  Currently it is now test analyzing several hundred thousand historical events per second on our proprietary models. In addition, the Titan Tick Analyst Suite is running tests on streaming real-time data with our proprietary indicators and filters, a process also known as Complex Event Processing (CEP).

In June, 2008, the Company appointed John Howell of Fairfax Station, Virginia to our Advisory Board.

In September, 2008, the Company announced that we are advancing towards commercialization through key operational developments.  The Company is performing Beta and Acceptance testing on our TickAnalyst suite of products, to ensure that our products function properly under historical and live conditions. This testing process utilizes key in-house non-programming staff as well as independent consultants contracted by the Company, working closely with our software engineers for quality assurance of our applications and products. Our testing process, which meets and exceeds industry standards, is currently performing a number of testing procedures simultaneously on large amounts of historical data as well as live data, down to the tick level, to test the robustness of its applications under rigorous conditions with the expectation of soon bringing a fully automated production offering to commercialization.

In October, 2008, the Company announced that added a new team member, Manesh Patel as Proprietary Systems Trader.  Mr. Patel has twelve years of active trading experience in the equities, options, and futures markets and holds a Series 3 license.  He also holds a Masters in Electrical Engineering with a minor in Economics from the University Of Georgia Institute Of Technology.

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Also in October, 2008, the Company opened a new regional office in Atlanta, Georiga.  The office is fully outfitted with redundant connections, back-ups, and video conferencing systems.

In January, 2009, the Company appointed Doug Laughlin of Alpharetta, Georgia to our Advisory Board.

In February, 2009, the Company announced that it has released to its wholly-owned subsidiary, Titan USA, Release Candidate 2.0 of its TickAnalyst software platform.  TickAnalyst Release Candidate 2.0 has undergone rigorous in-house testing with our engineers and traders at its facilities in London, New York, Atlanta and West Palm Beach. TickAnalyst’s functionality, stability, and scalability have been tested with both real time and historical market data and all expectations and objectives for this release have been met or exceeded.

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

Also in March, 2009, the Company opened of a new satellite/regional office in Peterborough, United Kingdom.

The Company has yet to establish a profitable trading or licensing support business and focused its attention on development of the TickAnalyst system.  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 selling proposition is that the software and service improves trading results.

The Company plans to enter into non-exclusive agreements with institutions, trading firms and/or high net-worth individuals to utilize the Software for trading and share the profits with those parties, or at a later stage, to license the software as a service directly to such parties under terms. Additionally, we expect to conduct trading operations for our own behalf and/or in joint ventures.

We presently have $116,000 cash on hand and $90,000 held in a short term investment. We need to raise additional financing by way of private placements in order to continue to develop and exploit our technology as planned.

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”.

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, through its US subsidiary, Titan USA. Additionally, Titan USA 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 Titan USA’s trading operations, began trading with an account for the same third party using Tick Analyst. 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.

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The main focus for 2006 was to complete the proprietary platform, TickAnalyst and its suite of products.  The Company, through its subsidiary Titan USA 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 Tick Analyst system to institutions subsequent to the completion of our beta testing.

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 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.).  This relationship is still developing under Titan USA’s currency trading operation in New York.

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 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.  As of December 31, 2008, this process is still ongoing.

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.

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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.

As of December 31, 2008, we continue to maintain contact with these individuals.

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.

In August, 2008, the Company announced that it has entered into a Consulting Agreement (the “IR Consulting Agreement”) with ARENA Capital Inc. (“ARENA”) based in Edmonton, Alberta, to provide investor relations services to the Company.  ARENA will provide various services to the Company including financing services, public relations services, investor relations services, shareholder relations services and market maintenance.  The term of the IR Consulting Agreement is one year, commencing on August 1, 2008 and expiring on July 31, 2009.

Also in August, 2008, the Company retained Renmark Financial Communications Inc. to provide investor relations services.

Principal Products and Services

Titan currently has a major flagship product in its line-up, called the TickAnalyst Suite (“TAS”). This suite is now beginning to establish a real-world track record to demonstrate its potential as a revenue source.

TickAnalyst is a fully integrated, scalable algorithmic trading system that, in addition to its existing base model packages, incorporates several countertrend and mean reversion models shown to be effective analytical tools in normal, non-trending and highly volatile markets. Built on Titan’s comprehensive market analysis technologies, TickAnalyst has the capability to analyze the fastest data feeds available from the world’s stock exchanges. With ultra high-speed analysis capabilities, TickAnalyst is designed to execute thousands of trades per second on a single platform with a high probability of success for each trade.

TickAnalyst Suite is a group of software applications, which may be divided into several parts:

1. Signus, also known internally as the blackbox, used to generate trading signals.

2. TOMS, Titan’s order management software, used to execute and manage trades.

3. QuickTick Charting, used for financial data visualization.

4. TradeViewer, used to display the results of the trading performance.

5. TopView and TopViewClient, used to distribute the real-time and historical trading signals.

6. Several back end data management tools, with internal names to manage data.

These parts, when assembled with other 3rd party components, form a complete automated trading system capable of transforming real-time market data into executed trading orders.

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

The automatic order execution software is responsible for processing the trading signals and turning them into online trading orders.  The orders are sent over the internet to the RediPlus trade execution engines, Several other trade execution engines (RealTick, FIX, ODL, ChoiceFX) are supported but are not used at Titan at present.  The software can operate in simulation mode, where no orders are actually placed; in semi-automatic mode, where orders require a manual confirmation step, or in fully automatic mode, orders are executed with little operator intervention.

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The main focus of our present business plan is to market and license, or utilize for our own trading operations through our wholly owned subsidiary Titan USA, our TickAnalyst software.

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.

On January 15, 2009, we filed a provisional application with the U.S. Patent and Trademark Office and we now have up to one year to prepare and file a utility patent application for this matter in order to maintain the filing date. 

Trading and Testing Activities

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.

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.

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 $750,000 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

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

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

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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 four full-time employees.

Our President and Chief Executive Officer, Dr. Kenneth W. Powell, devotes approximately 75% 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 entered into an intellectual property assignment agreement with Dr. Powell and 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.

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, 2008, October 31, 2007 and October 31, 2006.  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, 2008, October 31, 2007 and October 31, 2006.  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, 2008, October 31, 2007 and October 31, 2006.

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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 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.

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 approximately $15,000.00 per month. Our office expenses total approximately $11,647.00 per month. With the exception of computer equipment located in Edmonton, Alberta, Nanaimo, British Columbia, Great Neck, New York, West Palm Beach, Florida, Atlanta, Georgia and the U.K., we currently do not have any property, plant or equipment located elsewhere.

ITEM 4A: UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following should be read in conjunction with our audited 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 17 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.

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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 9 to the Company’s 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 or service period for non-employees.  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.

Change in Accounting Policy

Effective November 1, 2007, the Company adopted the new CICA Handbook Sections 1506 "Accounting Changes", 3862 "Financial Instruments - Disclosures", 3863 "Financial Instruments - Presentation", and 1535 "Capital Disclosures".

a) Section 1506, "Accounting Changes", prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors.  Furthermore, the new standard requires the communication of the new primary sources of GAAP that are issued but not yet effective or not yet adopted by the Company.  Other than enhanced disclosures in note 3 the new standard had no material impact on the Company’s financial results.

b) Section 3862, "Financial Instruments - Disclosures", describes the required disclosure for the assessment of the significance of financial instruments for an entity's financial position and performance and of the nature and extent of risks arising from financial instruments to which the entity is exposed and how the entity manages those risks.  Disclosure requirements pertaining to the adoption of this section is presented in Note 12.

c) Section 3863, "Financial Instruments - Presentation", establishes standards for presentation of the financial instruments and non-financial derivatives.  It carries forward the presentation-related requirements of Section 3861 "Financial Instruments - Disclosure and Presentation".  The adoption of this new section did not have an effect on the consolidated financial statements.

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d) Section 1535, "Capital Disclosures", established standards for disclosing information about an entity's capital and how it is managed.  It describes the disclosure of the entity's objectives, policies and processes for managing capital, the quantitative data about what the entity regards as capital, whether the entity has complied with capital requirements, and, if it has not complied, the consequences of such non-compliance.  Disclosure requirements pertaining to the adoption of this section is presented in Note 16.

A. Operating Results

Fiscal Year Ended October 31, 2008 Compared to Fiscal Year Ended October 31, 2007

We incurred a net loss of $3,075,985 for the twelve-month period ended October 31, 2008, as compared to a net loss of $2,579,638 (restated) for the comparative period of 2007. The overall increase in net loss in the 2008 fiscal year is due to increased general and administration expenses, due to increase in staff as well as the move to larger facilities, totaling $1,996,631 (2007 - $1,169,507), $350,467 was written off as at October 31, 2008 due to bankruptcy of Avidus Bank and increased Amortization expense totaling $147,779 (2007 - $35,951).  The increase in comparison to the same period in 2007 was a direct result of the additional computer equipment as well as leasehold improvements in the amount of $731,147 (2007 – $132,786).

During the fiscal year 2008, research and development expense decreased by $694,313 over the prior year to $605,507, compared to $1,299,820 for the year ended October 31, 2007.

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, 2008 were $147,842, in comparison to $141,693 for the same period ending October 31, 2007.

Other than as described herein, the Company did not experience any large fluctuations from quarter to quarter during 2008.  The net loss for the fourth quarter of fiscal year 2008 was $1,379,675, in comparison to $646,423 for the same period in fiscal 2007.

Prior Period Adjustments

In the 2007 fiscal year, the Company failed to sufficiently accrue a $58,451 consulting fee for services provided in fiscal 2007 but not invoiced and paid until the current year.  As a result, the Company has restated its consolidated balance sheets and statements of shareholders’ equity, as at October 31, 2007 and consolidated statements of operations and comprehensive loss and statements of cash flow for the year ended October 31, 2007.  The impact of these changes was an increase in accounts payable and deficit of $58,451, an increase to general and administrative expenses of $90,000 and a decrease in research and development expenses of $31,549.

In fiscal 2007, the Company also failed to identify a U.S. GAAP versus Canadian GAAP difference with respect to the measurement date used for the 300,000 common shares issued to consultants for services rendered.  As a result Note 17 of the audited annual financial statements for the year ended October 31, 2008, has been restated to reflect a reduction in the stock-based compensation expense recognized under U.S. GAAP of $54,000.

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In the 2006 fiscal year, the Company granted 4,500,000 common shares and 2,000,000 common share purchase warrants to two directors of the Company in exchange for the software being developed for the Company.  The common shares and common share purchase warrants are to be issued contingent on the Company achieving certain milestones.  This is a related party transaction subject to the measurement and disclosure requirements of CICA Section 3840 “Related Party Transactions”.  Section 3840 requires monetary related party transactions or non-monetary related party transactions that has commercial substance but is not in the normal course of operations to be measured at the exchange amount when the change in ownership interests in the item transferred or the benefit of a service provided is substantive and the exchange amount is supported by independent evidence.  Based on the requirements of Section 3840, the Company has determined the value recognized and expensed with respect to this transaction was not in fact supported by independent evidence as the issuance of the equity instruments in consideration of the software was conditional on the achievement of specified future milestones.  Accordingly, the Company has reversed the software development expense of $1,891,479, the fair value of the warrants of $316,479 and the fair value of the common shares of $1,575,000 as a prior period error.

	As PreviouslyReported			Restatement			As Restated
As at October 31, 2007
Accounts payable		274,173			58,451			332,624
Warrants		812,255			(316,479	)		495,776
Contributed surplus		2,119,682			(1,575,000	)		544,682
Deficit		(11,920,584	)		1,833,028			(10,087,556	)
Year ended October 31, 2007
General and administrative		1,079,507			90,000			1,169,507
Research and development		1,331,369			(31,549	)		1,299,820
Net loss and comprehensive loss		(2,521,187	)		(58,451	)		(2,579,638	)
Year ended October 31, 2006
Software development		1,891,479			(1,891,479	)		---
Net loss and comprehensive loss		(3,607,979	)		1,891,479			(1,716,500	)
Loss per share		(0.13	)		0.07			(0.06	)

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

We incurred a net loss of $2,579,638 for the twelve-month period ended October 31, 2007, as compared to a net loss of $1,716,500 for the comparative period of 2006.

During the fiscal year 2007, we focused on the development of software trading programs.  Research and development expense increased by $439,364 over the prior year to $1,299,820, 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.

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Other than as described herein, we did not experience any large fluctuations from quarter to quarter during 2007.  The net loss for the fourth quarter of fiscal year 2006 was $725,671, in comparison to $646,423 for the same period in fiscal 2007.

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, 2008, we had $334,954 cash and receivables of $nil as compared to $18,664 cash and receivables of $404 at our prior fiscal year end.

During 2008, the Company completed four private placement of common shares, as described below:

Equity Placements for the Fiscal Year Ended October 31, 2008

In December 2007, the Company issued 3,036,234 units at $0.40 per unit, for aggregate gross proceeds of $1,214,494.  Each unit consisted of one common share and one-half of a common share purchase warrant. Of the net proceeds, $941,800 and $272,694 have been allocated to the common shares and warrants, respectively. Each of the 1,518,117 warrants entitled the holder to purchase one common share at $0.60 per share, until expiry on December 7, 2009.  Insiders participated in the private placement for total gross proceeds of $364,428.40.

In March 2008, the Company issued 2,000,000 units at $0.255 per unit, for aggregate gross proceeds of $510,000.  Each unit consisted of one common share and one-half of a common share purchase warrant. Of the net proceeds, $380,014 and $129,986 have been allocated to the common shares and warrants, respectively. Each of the 1,000,000 warrants entitled the holder to purchase one common share at $0.35 per share, until expiry on March 6, 2010.  Insiders participated in the private placement for total gross proceeds of $132,330.

In July 2008, the Company issued 2,035,000 units at $0.30 per unit, for aggregate gross proceeds of $610,500.  Each unit consisted of one common share and one-half of a common share purchase warrant. Of the net proceeds, $465,765 and $147,735 have been allocated to the common shares and warrants, respectively. Each of the 1,017,500 warrants entitled the holder to purchase one common share at $0.40 per share, until expiry on July 29, 2010.  Insiders participated in the private placement for total gross proceeds of $90,000.

In August 2008, the Company issued 2,500,000 units at $0.30 per unit, for aggregate gross proceeds of $750,000.  Each unit consisted of one common share and one common share purchase warrant. Of the net proceeds, $455,560 and $294,440 have been allocated to the common shares and warrants, respectively. Each of the 2,500,000 warrants entitled the holder to purchase one common share at $0.40 per share, until expiry on August 19, 2010.  In connection with the financing, Dr. Kenneth Powell, Director, President & CEO of the Company, purchased 2,000,000 units and concurrently sold through the facilities of the TSX Venture Exchange 2,000,000 common shares from his personal holdings to certain investors.

The issue costs relating to the 2008 share placements totaled $103,978.

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.

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The issue costs relating to the 2007 share placements totaled $109,624.

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 we will ever 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- Intellectual Property Rights”.

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, 2008, our directors were as follows:

Name of Director	Age
Dr. Kenneth Powell	64
Michael Gossland	54
Philip S. Carrozza	47
Robert Roddick	64
Dr. Harold Elke	54

As of October 31, 2008, our executive officers were as follows:

Executive Officers	Age	Office
Dr. Kenneth W. Powell	64	President, Chief Executive Officer and Acting Chief Financial Officer
Michael Gossland	54	Secretary and Chief Technology Officer
David Terk	36	Chief Financial Officer of Titan USA

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

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, 2008.

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· Dr. Kenneth Powell – President, Chief Executive Officer and Acting Chief Financial Officer  – $90,000

We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended October 31, 2008.

In the most recently completed financial year, the Company paid a total of $6,000 cash (plus reimbursement of reasonable expenses) to each of the non-management directors, being Mr. Robert Roddick and Dr. Harold Elke, for services rendered in their capacity as directors.

Consulting Fees

During the fiscal year ended October 31, 2008, the Company paid consulting fees to the following directors for services provided to the Company in the normal course of operations of the business:

· Mr. Michael Gossland – $120,000

· Mr. Philip Carrozza – USD$120,000

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 (1)

· Mr. Philip Carrozza – 500,000 options (1)

· Dr. Kenneth Powell – 400,000 options (1)

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 (2)

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 (2)

· 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 (3)

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:

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· 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

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

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

· Mr. Michael Gossland – 25,000 options

· Mr. Phillip Carrozza – 25,000 options

· Dr. Kenneth Powell – 25,000 options

· Mr. Robert Roddick – 25,000 options

· Dr. Harold Elke – 25,000 options

· Mr. David Terk – 25,000 options

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

· Mr. Michael Gossland – 200,000 options

· Mr. Phillip Carrozza – 200,000 options

· Dr. Kenneth Powell – 750,000 options (4)

· Mr. Robert Roddick – 75,000 options

· Dr. Harold Elke – 75,000 options

· Mr. David Terk – 45,000 options

(1) On August 18, 2008, Mr. Phillip Carrozza exercised 200,000 of his options and Dr. Kenneth Powell exercised 100,000 of his options.  On December 22, 2008, Mr. Phillip Carrozza exercised his remaining 300,000 options, Dr. Kenneth Powell exercised his remaining 300,000 options and Mr. Michael Gossland exercised all of his 500,000 options.

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

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

(4) On April 13, 2009, Dr. Kenneth Powell voluntarily surrendered 600,000 of his options.

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 19, 2008.

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.

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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.    Both Mr. Gossland and Mr. Carrozza continue to provide services to us and we expect to enter in to new consulting agreements, on substantially the same terms of the original agreements, once the Software Transfer Agreements are revised.

Audit Committee

As of April 21, 2009, 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:

· 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.

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

III. Meetings

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

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

IV. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

1. 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

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

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

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

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

5. Take, or recommend that the Company’s Directors take, appropriate action to oversee the independence of the external auditors.

6. Recommend to the Company’s Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval and the compensation of the external auditors.

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

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

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

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

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

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

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

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

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

Financial Reporting Processes

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

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

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

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

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

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

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

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8. Review certification process.

9. 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

1. Review any related-party transactions.

V. Authority

The Committee may:

1. engage independent outside counsel and other advisors as it determines necessary to carry out its duties;

2. set and pay the compensation for any advisors employed by the Committee; and

3. communicate directly with the internal and external auditors.

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

Remuneration Committee

We have not appointed a remuneration committee.

D. Employees

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

E. Share Ownership

As of April 21, 2009, we had 52,701,878 common shares issued and outstanding. As of April 21, 2009, 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	13,684,472 (1)	24.06%
Philip S. Carrozza	4,037,718 (2)	7.46%
Harold Elke	2,788,810 (3)	5.26%
Michael Gossland	2,570,426 (4)	4.71%
Robert F. Roddick	305,000 (5)	0.58%
David Terk	2,79,940 (6)	0.53%
All officers and directors as a group	23,666,366	42.60%

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Notes:

† Percentage amounts based on 52,701,878 shares of our common stock outstanding as of April 21, 2009.

(1) Includes (A) 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; (B) 500,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012; (C) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (D) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (E) 225,000 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) 167,000 common shares that are held by Mr. Cameron Powell, the son of Dr. Powell; (G) 167,000 common shares that are held by Mr. Carson Powell, the son of Dr. Powell; (H) 2,511,397 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (I) 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; (J) 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; (K) 150,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire on July 29, 2010; (L) 2,000,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire on August 14, 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) 55,000 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 $0.45 per common share until March 17, 2010 and $0.60 per common shares until they expire on March 17, 2011;  (P) 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; (Q) 5,000 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 $0.40 per common share and expire on July 29, 2010; (R) 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; and (S) 5,000 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 $0.40 per common share and expire on July 29, 2010.

(2) Includes (A) 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; (B) 200,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012;  (C) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (D) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (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, 2009; (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, 2009; (G) 1,791,571 common shares that are held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; (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; and (I) 5,000 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 $0.45 per common share until March 17, 2010 and $0.60 per common shares until they expire on March 17, 2011.

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(3) Includes (A) 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;  (B) 37,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (C) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (D) 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 (E) 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) 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) 200,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (E) 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 $0.37 per share until January 28, 2013; (F) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (G) 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; (H) 377,500 common shares held by Mrs. Sybille Gossland, the wife of Mr. Gossland; (I) 5,000 common shares underlying warrants that are held by Mrs. Sybille Gossland, the wife of Mr. Gossland, that are immediately exercisable at an exercise price of $0.40 per common share and expire on July 29, 2010, (J) 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, 2009; and (K) 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, 2009.

(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) 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; (D) 37,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (E) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; and (F) 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) 100,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share and expire January 8, 2012; (B) 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 $0.37 per share until January 28, 2013; (C) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; and (D) 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 21, 2009, we had 52,701,878 common shares issued and outstanding. As of April 21, 2009, 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	13,684,472 (1)	24.06%
Phillip Carrozza	4,037,718 (2)	7.46%
Karen Powell	3,253,897 (3)	6.09%
Harold Elke	2,788,810 (4)	5.26%

Notes:

(1) Includes (A) 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; (B) 500,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012; (C) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (D) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (E) 225,000 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) 167,000 common shares that are held by Mr. Cameron Powell, the son of Dr. Powell; (G) 167,000 common shares that are held by Mr. Carson Powell, the son of Dr. Powell; (H) 2,511,397 common shares that are held by Mrs. Karen Powell, the wife of Dr. Powell; (I) 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; (J) 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; (K) 150,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire on July 29, 2010; (L) 2,000,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire on August 14, 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) 55,000 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 $0.45 per common share until March 17, 2010 and $0.60 per common shares until they expire on March 17, 2011;  (P) 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; (Q) 5,000 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 $0.40 per common share and expire on July 29, 2010; (R) 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; and (S) 5,000 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 $0.40 per common share and expire on July 29, 2010.

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(2) Includes (A) 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; (B) 200,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.30 per share until January 8, 2012;  (C) 75,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (D) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (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, 2009; (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, 2009; (G) 1,791,571 common shares that are held by Mrs. Loraine Kuppe, the wife of Mr. Carrozza; (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; and (I) 5,000 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 $0.45 per common share until March 17, 2010 and $0.60 per common shares until they expire on March 17, 2011.

(3) Includes (A) 225,000 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (B) 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; (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; and (D) 55,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.45 per common share until March 17, 2010 and $0.60 per common shares until they expire on March 17, 2011.

(4) Includes (A) 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;  (B) 37,500 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.37 per share until January 28, 2013; (C) 8,333 common shares issuable pursuant to stock options granted under the stock option plan that are vested and fully exercisable at an exercise price of $0.36 per share until November 7, 2013; (D) 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 (E) 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.

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.

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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 178 registered shareholders as at April 20, 2009, 24 were residents of the United States representing 4,794,667 common shares or 9.10% of our 52,701,878issued 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 Cignal Technology and a 25% interest in all net profits third parties (subject to certain licenses being exempt) realize from the use of the Cignal technology. In consideration therefore, the Company agreed to fund all future development costs associated with the Tick Analyst 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 Tick Analyst 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 Cignal 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.

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.

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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 had been amended and restated.  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 Tick Analyst 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 were to 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.

Pursuant to disinterested shareholder approval on September 19, 2008, the Software Transfer Agreements were further amended and the TSX Venture Exchange approved such amendments On October 2, 2008.  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.

The following is a summary of the current terms of the Software Transfer Agreements:

1. The total number of securities issuable pursuant to the Software Transfer Agreements is 4,500,000 common shares (3,000,000 common shares to Mr. Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and 2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and 1,000,000 to Mr. Gossland).

2. The common shares are only issuable upon the Company achieving certain gross revenue milestones by May 31, 2009.  One-third of the common shares, being 1,500,000 common shares, will be eligible to be issued upon the Company achieving gross revenues from the software of $400,000, $800,000 and $1,200,000, calculated ending May 31, 2009.  Any common shares not earned by May 31, 2009 will not be eligible for issuance.

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3. The first 1,000,000 performance warrants are exercisable at a price of $0.50 per share for a six-month period commencing June 1, 2009, provided that the Company has achieved at least $1,200,000 of gross revenue for the period ended May 31, 2009.  The second 1,000,000 performance warrants are exercisable at a price $1.00 per share for a six-month period commencing June 1, 2009, provided that Titan has achieved gross revenue of $1,800,000 for the period ended May 31, 2009.

As of April 21, 2009, the gross revenue milestones have not yet been achieved and therefore, no common shares are issuable and no performance warrants are exercisable.  We are currently reviewing possible avenues for restructuring of the Software Transfer Agreements.

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.  Both Mr. Gossland and Mr. Carrozza continue to provide services to us and we expect to enter in to new consulting agreements, on substantially the same terms of the original agreements, once the Software Transfer Agreements are revised.

Management fees and research and development costs of $442,682 (2007 - $430,764) were paid to officers and directors of the Company during 2008.

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”.

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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, 2003 to October 31, 2004	$	0.26	$	0.08
November 1, 2004 to October 31, 2005	$	0.44	$	0.085
November 1, 2005 to October 31, 2006	$	0.415	$	0.11
November 1, 2006 to October 31, 2007	$	1.07	$	0.255
November 1, 2007 to October 31, 2008	$	0.67	$	0.29
Fiscal Quarter
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 2008	$	0.67	$	0.30
May 2008 to July 2008	$	0.405	$	0.30
August 2008 to October 2008	$	0.45	$	0.29
November 2008 to January 2009	$	0.415	$	0.26
February 2009 to April 21, 2009	$	0.38	$	0.28
Month
October 2008	$	0.37	$	0.29
November 2008	$	0.415	$	0.28
December 2008	$	0.38	$	0.26
January 2009	$	0.375	$	0.26
February 2009	$	0.375	$	0.28
March 2009	$	0.38	$	0.32
April 1 – 21, 2009	$	0.37	$	0.32

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, 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
November 1, 2007 to October 31, 2008	$	0.72	$	0.26

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Period	High		Low
Fiscal Quarter
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 2008	$	0.72	$	0.29
May 2008 to July 2008	$	0.39	$	0.30
August 2008 to October 2008	$	0.47	$	0.26
November 2008 to January 2009	$	0.32	$	0.19
February 2009 to April 21, 2009	$	0.31	$	0.21
Month
October 2008	$	0.35	$	0.26
November 2008	$	0.32	$	0.19
December 2008	$	0.27	$	0.19
January 2009	$	0.27	$	0.21
February 2009	$	0.31	$	0.21
March 2009	$	0.30	$	0.25
April 1 – 21, 2009	$	0.28	$	0.25

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.

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B. Articles of Incorporation

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

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

All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting. All directors stand for re-election annually. Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors. The common shares are not convertible or redeemable and have no preemptive, subscription or conversion rights. In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.

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.

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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 were to 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.

Pursuant to disinterested shareholder approval on September 19, 2008, the Software Transfer Agreements were further amended and the TSX Venture Exchange approved such amendments On October 2, 2008.  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.

The following is a summary of the current terms of the Software Transfer Agreements:

1. The total number of securities issuable pursuant to the Software Transfer Agreements is 4,500,000 common shares (3,000,000 common shares to Mr. Carrozza and Cignal and 1,500,000 common shares to Mr. Gossland) and 2,000,000 performance warrants (1,000,000 to Mr. Carrozza and Cignal and 1,000,000 to Mr. Gossland).

2. The common shares are only issuable upon the Company achieving certain gross revenue milestones by May 31, 2009.  One-third of the common shares, being 1,500,000 common shares, will be eligible to be issued upon the Company achieving gross revenues from the software of $400,000, $800,000 and $1,200,000, calculated ending May 31, 2009.  Any common shares not earned by May 31, 2009 will not be eligible for issuance.

3. The first 1,000,000 performance warrants are exercisable at a price of $0.50 per share for a six-month period commencing June 1, 2009, provided that the Company has achieved at least $1,200,000 of gross revenue for the period ended May 31, 2009.  The second 1,000,000 performance warrants are exercisable at a price $1.00 per share for a six-month period commencing June 1, 2009, provided that Titan has achieved gross revenue of $1,800,000 for the period ended May 31, 2009.

As of April 21, 2009, the gross revenue milestones have not yet been achieved and therefore, no common shares are issuable and no performance warrants are exercisable.  We are currently reviewing possible avenues for restructuring of the Software Transfer Agreements.

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.  Both Mr. Gossland and Mr. Carrozza continue to provide services to us and we expect to enter in to new consulting agreements, on substantially the same terms of the original agreements, once the Software Transfer Agreements are revised.

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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

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.

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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.

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).

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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 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.

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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 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.

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Disposition of Our Common Shares.

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

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

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, 2008, 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 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, 2008 and anticipate meeting both of these tests in the fiscal year that will end on October 31, 2009. There can be no assurance that our determination concerning our PFIC status will not be challenged.

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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.

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.

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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.

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.

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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. Under current law, there are only two baskets, “passive category income” and “general category income”.  Foreign taxes assigned to a particular class of income generally cannot offset United States tax on income assigned to another class.  Unused foreign tax credits can generally be carried back one year and forward ten years.  Dividends distributed by us will generally constitute “foreign source” income, and will be classified as “passive c category 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 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.

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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:

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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

The Company's President and Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of October 31, 2008. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.

Based on this evaluation, the our President and Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2008, our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Our management recognizes that any controls and procedures no matter how well designed or operated, can only provide reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.  However, because of the inherent limitations in all control systems, even after the remediation efforts described above, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company, have been detected.

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

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

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

Management conducted an assessment of the effectiveness of internal controls over financial reporting based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, management has concluded that internal control over financial reporting was effective as of October 31, 2008.

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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 applicable rules of the Securities and Exchange Commission.

ITEM 16B: CODE OF ETHICS

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

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Collins Barrow Edmonton LLP (“Collins Barrow”), audited our financial statements for the years ended October 31, 2008 and October 31, 2007.

Audit Fees

Fees billed by Collins Barrow for professional services totaled $65,000 for the year ended October 31, 2008.  Fees billed by Collins Barrow for professional services totaled $60,000 for the year ended October 31, 2007.  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 2008 tax year and $0 for the 2007 tax year.

All other Fees

During the fiscal years ended October 31, 2008 and October 31, 2007, Collins Barrow did not bill for any products or services other than as described above.

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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 2008 and 2007 that were not pre-approved by our audit committee. All services described above under the captions “Audit Fees”, “Audit-Related Fees” and “Tax Fees” were approved by our audit committee pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).

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

Not applicable.

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY AFFILIATED PURCHASERS

	(a) Total Number of Shares (or Units) Purchased			(b) Weighted Average Price Paid per Share (or Units)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs			(d) Maximum Number  (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
November 1, 2007 to November 30, 2007	Nil				N/A	Nil			Nil
December 1, 2007 to December 31, 2007		908,571	(1)	$	0.40		908,571	(1)		454,286	(1)
January 1, 2008 – January 31, 2008		277,780	(2)	$	0.40		277,780	(2)		475,000	(3)
February 1, 2008 to February 29, 2008		265,500	(4)	$	0.41		250,000	(4)		80,000	(5)
March 1, 2008 to March 31, 2008		518,941	(6)	$	0.255		518,941	(6)		259,470	(6)
April 1, 2008 to April 30, 2008	Nil				N/A	Nil			Nil
May 1, 2008 to May 31, 2008	Nil				N/A	Nil			Nil
June 1, 2008 to June 30, 2008		600,000	(7)		-	Nil			Nil
July 1, 2008 to July 31, 2008		305,500	(8)	$	0.30		300,000	(8)		150,000	(8)
August 1, 2008 to August 31, 2008		2,300,000	(9)	$	0.27		2,300,000	(9)		2,000,000	(9)
September 1, 2008 to September 30, 2008	Nil				N/A	Nil			Nil
October 1, 2008 to October 31, 2008	Nil				N/A	Nil			Nil

Notes:

(1) 908,571 common shares issued pursuant to a private placement at $0.40 per common share, and 454,286 common shares underlying warrants that are immediately exercisable at an exercise price of $0.60 per common share and expire December 7, 2009.  The private placement was publicly announced on December 7, 2007.

(2) 277,780 common shares issued pursuant to the exercise of warrants at $0.40 per common share.

(3) 475,000 common shares issuable pursuant to stock options granted under the our stock option plan of which 356,250 are vested and fully exercisable and the remaining 118,750 will vest on July 28, 2009, all exercisable at an exercise price of $0.37 per common share and expire January 28, 2013.  The grant of options was publicly announced on January 28, 2008.

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(4) Includes 250,000 common shares issued pursuant to the exercise of warrants at $0.40 per common share.

(5) Acquisition of 80,000 common shares underlying warrants in a private transaction that are immediately exercisable at an exercise price of $0.40 per common share and expired February 1, 2008.

(6) 518,941 common shares issued pursuant to a private placement at $0.255 per common share, and 259,470 common shares underlying warrants that are immediately exercisable at an exercise price of $0.35 per common share and expire March 6, 2010.  The private placement was publicly announced on March 6, 2008.

(7) Acquisition of 600,000 common shares in a private transaction.

(8) Includes 300,000 common shares issued pursuant to a private placement at $0.30 per common share, and 150,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire July 29, 2010.  The private placement was publicly announced on July 29, 2008.

(9) Includes 300,000 common shares issued pursuant to the exercise of stock options at $0.10 per common share and 2,000,000 common shares issued pursuant to a private placement at $0.30 per common share, and 2,000,000 common shares underlying warrants that are immediately exercisable at an exercise price of $0.40 per common share and expire August 19, 2010.  The private placement was publicly announced on August 19, 2008.

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PART III

ITEM 17: FINANCIAL STATEMENTS

Our audited consolidated financial statements include:

· our balance sheets as at October 31, 2008 and October 31, 2007;

· statements of operations and comprehensive loss for the periods ended October 31, 2008, 2007 and 2006;

· statements of shareholders’ equity for the periods ended October 31, 2008, 2007 and 2006; and

· statements of cash flows for the periods ended October 31, 2008, 2007 and 2006.

The consolidated financial statements as at and for the years ended October 31, 2008 and October 31, 2007 were audited by Collins Barrow Edmonton LLP, our 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 17. All figures are expressed in Canadian dollars.

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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, 2008 and 2007, and the consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the years in the three year period ended October 31, 2008 and for the cumulative amounts from November 1, 2001 (inception of development stage) to October 31, 2008.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the three year period ended October 31, 2008 and for the cumulative amounts from November 1, 2001 (inception of development stage) to October 31, 2008 in accordance with Canadian generally accepted accounting principles.

We have withdrawn our previous report dated February 20, 2008 and the financial statements have been restated as explained in Note 2 and Note 17.

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.

Edmonton, Alberta, Canada	“Collins Barrow Edmonton LLP”
February 24, 2009 except Note 17 which	Signed
is as of April 13, 2009	Independent Registered Chartered Accountants

Page 63

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 24, 2009 except Note 17 which is as of April 13, 2009, 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.

Edmonton, Alberta, Canada	“Collins Barrow Edmonton LLP”
February 24, 2009 except Note 17	Signed
which is as of April 13, 2009	Independent Registered Chartered Accountants

Page 64

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Balance Sheets

As at October 31, 2008 and 2007

(expressed in Canadian dollars)

	2008			2007
				(Restated - see Note 2)
ASSETS
CURRENT
Cash and cash equivalents	$	334,954		$	18,664
Short-term investments (Note 4)		90,000			221,807
Due from related parties (Note 8)		30,000			---
Prepaid expenses and other		34,433			8,161
		489,387			248,632
Due from related parties (Note 8)		28,754			---
Deposit		27,749			23,500
Restricted cash (Note 5)		240,391			---
Property and equipment (Note 6)		742,638			159,270
	$	1,528,919		$	431,402
LIABILITIES
CURRENT
Accounts payable and accrued liabilities (Note 8)	$	120,486		$	332,624
Loans and advances (Note 7)		568,847			350,831
		689,333			683,455
Commitments (Note 11)
Going Concern (Note 1)
SHAREHOLDERS’ EQUITY
Share capital (Note 9)		11,707,655			8,795,045
Warrants (Note 9)		1,016,303			495,776
Contributed surplus (Note 9)		1,279,169			544,682
Deficit		(13,163,541	)		(10,087,556	)
		839,586			(252,053	)
	$	1,528,919		$	431,402

See accompanying notes

Approved on behalf of the Board:

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

Page 65

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, 2008, 2007 and 2006

(expressed in Canadian dollars)

	2008			2007			2006			Cumulative from 2002 (inception of development stage)
				(Restated - see Note 2)			(Restated - see Note 2)
EXPENSES
Research and development (Note 8)	$	605,507		$	1,299,820		$	860,456		$	3,555,444
General and administrative (Note 8)		1,996,631			1,169,507			820,450			5,547,352
Amortization		147,779			35,951			11,840			468,835
Bank charges and interest		7,500			39,769			29,138			83,620
Loss on short-term investment (Note 14b)		350,467			---			---			353,467
Loss (Gain) on foreign exchange		(26,070	)		42,566			(5,384	)		14,097
Loss from operations		3,081,814			2,587,613			1,716,500			10,022,815
Interest and other income		5,829			7,975			---			14,386
Net loss and comprehensive loss		(3,075,985	)		(2,579,638	)		(1,716,500	)		(10,008,429	)
LOSS PER SHARE – Basic (Note 15)	$	(0.07	)	$	(0.07	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF SHARES USED TO CALCULATE LOSS PER SHARE		44,032,360			35,838,813			27,306,799

See accompanying notes

Page 66

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Statements of Shareholders’ Equity

Years ended October 31, 2008, 2007 and 2006

(expressed in Canadian dollars)

	Share Capital			Warrants			Contributed Surplus			Deficit			Total
October 31, 2005	$	5,293,505		$	229,025		$	222,894		$	(5,791,418	)	$	(45,994	)
Net loss											(1,716,500	)		(1,716,500	)
Expired/forfeited warrants					(58,274	)		58,274						---
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 (Restated - see Note 2)		6,717,678			409,510			338,572			(7,507,918	)		(42,158	)
Net loss											(2,579,638	)		(2,579,638	)
Expired/forfeited 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
Shares issued		249,000												249,000
Stock compensation expense								217,819						217,819
October 31, 2007 (Restated - see Note 2)		8,795,045			495,776			544,682			(10,087,556	)		(252,053	)
Net loss											(3,075,985	)		(3,075,985	)
Expired/forfeited warrants					(200,550	)		200,550						---
Stock options exercised		47,905						(14,405	)					33,500
Warrants exercised		733,783			(129,017	)								604,766
Private placement		2,168,586			812,430									2,981,016
Warrants modified		(37,664	)		37,664									---
Stock compensation expense								548,342						548,342
October 31, 2008	$	11,707,655		$	1,016,303		$	1,279,169		$	(13,163,541	)	$	839,586

See accompanying notes

Page 67

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Consolidated Statements of Cash Flows

Years ended October 31, 2008, 2007 and 2006

(expressed in Canadian dollars)

	2008			2007			2006			Cumulative from 2002 (inception of Development stage)
OPERATING				(Restated - see Note 2)			(Restated - see Note 2)
Net loss	$	(3,075,985	)	$	(2,579,638	)	$	(1,716,500	)	$	(10,008,429	)
Adjustments for non-cash items
Amortization		147,779			35,951			11,840			468,835
Research and development		---			249,000			62,735			574,235
Stock option expense		548,342			217,819			57,404			978,204
Loss on disposal of equipment		---			---			---			1,021
Net changes in non-cash working capital balances:
Prepaid expenses and deposit		(30,521	)		47,158			(68,678	)		(56,436	)
Accounts payable and accrued liabilities		(212,138	)		50,843			114,080			87,780
		(2,622,523	)		(1,978,867	)		(1,539,119	)		(7,954,790	)
INVESTING
Due from related parties		(58,754	)		---			---			(58,754	)
Loan receivable		---			---			---			(62,735	)
Purchase of equipment		(731,147	)		(132,786	)		(43,276	)		(933,524	)
Restricted cash		(203,972	)		---			---			(203,972	)
Short-term investments		140,628			(237,326	)		---			(96,698	)
		(853,245	)		(370,112	)		(43,276	)		(1,355,683	)
FINANCING
Issue of common shares and warrants net of issue costs		3,619,282			1,902,925			1,662,932			8,536,077
Redemption of common shares		---			---			---			(15,000	)
Loans and advances		131,836			136,794			116,848			686,645
		3,751,118			2,039,719			1,779,780			9,207,722
EFFECT OF EXCHANGE RATE CHANGES		40,940			13,474			7,874			62,288
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		316,290			(295,786	)		205,259			(40,463	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		18,664			314,450			109,191			375,417
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	334,954		$	18,664		$	314,450		$	334,954
CASH USED IN OPERATING ACTIVITIES INCLUDES:
Bank charges and interest	$	7,500		$	39,769		$	29,138		$	83,620

See accompanying notes

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, 2008 and 2007

(expressed in Canadian dollars)

1. NATURE OF OPERATIONS & GOING CONCERN

Nature of Operations

Titan Trading Analytics Inc. (“Titan” or the “Company”) was incorporated on November 30, 1993.  The Company is a development stage company that focuses on developing financial software for market timing, trading analytics and automated trading execution. The Company has yet to establish profitable business operations and has remained in research and development mode since its incorporation.  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.

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 $13,163,541 at October 31, 2008.

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.  The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2009.  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 69

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

2. CHANGE IN ACCOUNTING POLICY AND PRIOR PERIOD ADJUSTMENT

Change in Accounting Policy

Effective November 1, 2007, the Company adopted the new CICA Handbook Sections 1506 "Accounting Changes", 3862 "Financial Instruments - Disclosures", 3863 "Financial Instruments - Presentation", and 1535 "Capital Disclosures".

e) Section 1506, "Accounting Changes", prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors.  Furthermore, the new standard requires the communication of the new primary sources of GAAP that are issued but not yet effective or not yet adopted by the Company.  Other than enhanced disclosures in note 3 the new standard had no material impact on the Company’s financial results.

f) Section 3862, "Financial Instruments - Disclosures", describes the required disclosure for the assessment of the significance of financial instruments for an entity's financial position and performance and of the nature and extent of risks arising from financial instruments to which the entity is exposed and how the entity manages those risks.  Disclosure requirements pertaining to the adoption of this section is presented in Note 12.

g) Section 3863, "Financial Instruments - Presentation", establishes standards for presentation of the financial instruments and non-financial derivatives.  It carries forward the presentation-related requirements of Section 3861 "Financial Instruments - Disclosure and Presentation".  The adoption of this new section did not have an effect on the consolidated financial statements.

h) Section 1535, "Capital Disclosures", established standards for disclosing information about an entity's capital and how it is managed.  It describes the disclosure of the entity's objectives, policies and processes for managing capital, the quantitative data about what the entity regards as capital, whether the entity has complied with capital requirements, and, if it has not complied, the consequences of such non-compliance.  Disclosure requirements pertaining to the adoption of this section is presented in Note 16.

Prior Period Adjustment

In the 2007 fiscal year, the Company failed to sufficiently accrue a $58,451 consulting fee for services provided in fiscal 2007 but not invoiced and paid until the current year.  As a result, the Company has restated its consolidated balance sheets and statements of shareholders’ equity, as at October 31, 2007 and consolidated statements of operations and comprehensive loss and statements of cash flow for the year ended October 31, 2007.  The impact of these changes was an increase in accounts payable and deficit of $58,451, an increase to general and administrative expenses of $90,000 and a decrease in research and development expenses of $31,549.

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, 2008 and 2007

(expressed in Canadian dollars)

2. CHANGE IN ACCOUNTING POLICY AND PRIOR PERIOD ADJUSTMENT (continued)

Prior Period Adjustment (continued)

In fiscal 2007, the Company also failed to identify a U.S. GAAP versus Canadian GAAP difference with respect to the measurement date used for the 300,000 common shares issued to consultants for services rendered.  As a result Note 17 has been restated to reflect a reduction in the stock-based compensation expense recognized under U.S. GAAP of $54,000.

In the 2006 fiscal year, the Company granted 4,500,000 common shares and 2,000,000 common share purchase warrants to two directors of the Company in exchange for the software being developed for the Company.  The common shares and common share purchase warrants are to be issued contingent on the Company achieving certain milestones.  This is a related party transaction subject to the measurement and disclosure requirements of CICA Section 3840 “Related Party Transactions”.  Section 3840 requires monetary related party transactions or non-monetary related party transactions that has commercial substance but is not in the normal course of operations to be measured at the exchange amount when the change in ownership interests in the item transferred or the benefit of a service provided is substantive and the exchange amount is supported by independent evidence.  Based on the requirements of Section 3840, the Company has determined the value recognized and expensed with respect to this transaction was not in fact supported by independent evidence as the issuance of the equity instruments in consideration of the software was conditional on the achievement of specified future milestones.  Accordingly, the Company has reversed the software development expense of $1,891,479, the fair value of the warrants of $316,479 and the fair value of the common shares of $1,575,000 as a prior period error.

	As PreviouslyReported			Restatement			As Restated
As at October 31, 2007
Accounts payable		274,173			58,451			332,624
Warrants		812,255			(316,479	)		495,776
Contributed surplus		2,119,682			(1,575,000	)		544,682
Deficit		(11,920,584	)		1,833,028			(10,087,556	)
Year ended October 31, 2007
General and administrative		1,079,507			90,000			1,169,507
Research and development		1,331,369			(31,549	)		1,299,820
Net loss and comprehensive loss		(2,521,187	)		(58,451	)		(2,579,638	)
Year ended October 31, 2006
Software development		1,891,479			(1,891,479	)		---
Net loss and comprehensive loss		(3,607,979	)		1,891,479			(1,716,500	)
Loss per share		(0.13	)		0.07			(0.06	)

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, 2008 and 2007

(expressed in Canadian dollars)

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.

Property and 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.

Leasehold improvements are carried at cost less accumulated amortization and are amortized over the lease term.

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

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, 2008 and 2007

(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.  Under the temporal method, monetary assets and liabilities are translated at the rate of exchange prevailing at year end, non-monetary assets and liabilities are translated at average rates of exchange during the year, with the exception of amortization which is translated at historical exchange rates.  Revenues and expenses are translated at the rates of exchange prevailing when the transactions occurred.  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.

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 year. 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.

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, 2008 and 2007

(expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Stock-based compensation

The Company accounts for stock options granted to directors, officers, employees and non-employees using the fair value method of accounting.  The fair value of stock options for directors, officers and employees are calculated at the date of grant and is expensed over the vesting period of the options on a straight-line basis.  For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete, the date at which the performance commitment is reached or the date at which the equity instrument is granted if they are fully vested and non-forfeitable.  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.  The Company has not incorporated an estimated forfeiture rate for stock options that will not vest; rather the Company accounts for actual forfeitures as they occur.

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.

Variable Interest Entities

Variable interest entities ("VIE") are defined under Accounting Guideline 15 "Consideration of Variable Interest Entities" ("AcG 15") as entities that do not have sufficient equity at risk to finance their activities without additional subordinated financial support, or where the equity holders lack the overall characteristics of a controlling financial interest.  The guideline requires that the VIE be consolidated with the financial results of the entity deemed to be the primary beneficiary of the VIE's expected losses and its expected residual returns.  There are no variable interest entities to be consolidated.

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, 2008 and 2007

(expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Joint Interest Activities

Certain of the Company’s trading activities are conducted jointly with another entity.  The consolidated financial statements reflect only the Company’s proportionate interest in such activities.  Such arrangements are considered to be participation funding and are not considered to be joint ventures.

Financial Instruments

All financial instruments are initially recorded on the consolidated balance sheet at fair value.  They are subsequently valued either at fair value or amortized cost depending on the classification selected for the financial instrument.  Financial assets are classified as either "held-for-trading", "held-to-maturity", "available-for-sale" or "loans and receivables" and financial liabilities are classified as either "held-for-trading" or "other liabilities".  Financial assets and liabilities classified as held-for-trading are measured at fair value with changes in fair value recorded in the consolidated statements of operations except for financial assets and liabilities designated as cash flow hedges which are measured at fair value with changes in fair value recorded as a component of other comprehensive income.  Financial assets classified as held-to-maturity or loans and receivables and financial liabilities classified as other liabilities are subsequently measured at amortized cost using the effective interest method.  Available-for-sale financial assets that have a quoted price in an active market are measured at fair value with changes in fair value recorded in other comprehensive income.  Such gains and losses are reclassified to earnings when the related financial asset is disposed of or when the decline in value is considered to be other-than-temporary.  Equity instruments classified as "available-for-sale" that do not have a quoted price in an active market are subsequently measured at cost.  Purchases and sales of financial assets will be accounted for using trade-date accounting and transaction costs relating to financial instruments will be expensed in the period incurred.

The Company has classified its financial instruments as follows:

§ Cash and cash equivalents, short-term investments and restricted cash are classified as held-for-trading.

§ Due from related parties is classified as loans and receivables.

§ Accounts payable and accrued liabilities and loans and advances are classified as other liabilities.

Comprehensive Income

Comprehensive income is the change in equity of a company, during a period, from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.  The Company did not have other comprehensive income and accordingly total comprehensive loss and net loss are equal.

Page 75

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Future Accounting Pronouncements

a) Goodwill and Intangible Assets (CICA Handbook Section 3064)

In February 2008, the CICA issued Section 3064, "Goodwill and Intangible Assets", replacing Section 3062, "Goodwill and Other Intangible Assets", and Section 3450, "Research and Development Costs".   The new pronouncement establishes standards for the recognition, measurement, presentation, and disclosure of goodwill and intangible assets subsequent to its initial recognition by profit-oriented enterprises.  Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.  This Section will be adopted in the fiscal year commencing November 1, 2008.  The Company does not expect any impact from the adoption of this new Section on its financial statements.

b) General Standards of Financial Statement Presentation (CICA Handbook Section 1400)

In May 2007, the Accounting Standards Board (“AcSB”) amended Section 1400, General Standards of Financial Statement Presentation, to change the guidance related to management’s responsibility to assess the ability of the entity to continue as a going concern.  Management is required to make an assessment of an entity’s ability to continue as a going concern and should take into account all available information about the future, which is at least, but is not limited to, 12 months from the balance sheet date.  Disclosure is required of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern.  These amendments are effective for the Company commencing November 1, 2008.  These standards could impact disclosure provided by the Company, but the Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows.

c) Convergence With International Financial Reporting Standards

In February of 2008 the Canadian Accounting Standards Board confirmed that the use of International Financial Reporting Standards (“IFRS”) will be required for Canadian publicly accountable enterprises.  This will be effective for the Company’s year-end beginning November 1, 2011.  The Company is currently evaluating the impact of adopting IFRS on its consolidated financial statements.

4. SHORT-TERM INVESTMENTS

Short-term investments consist of a $90,000 (2007 - $120,000) guaranteed investment certificate bearing interest at prime less 2.55% maturing September 4, 2009.  The investment is collateral for a $90,000 letter of credit which has been issued by the Company for their leased premises.

Short-term investments in 2007 also include marketable securities of $101,807 held in trading accounts which are measured at fair value.  The marketable securities are held as a result of the Company conducting trading to test their software.  Any gains or losses from trading are recorded as research and development costs in the statements of operations.

Page 76

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

5. RESTRICTED CASH

Restricted cash consists of amounts advanced from a third party with which the Company jointly conducts trading activities and is held in a trading account for the purpose of trading securities to test the financial trading software that the Company is developing.

6. PROPERTY AND EQUIPMENT

	October 31, 2008						October 31, 2007
	Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value
Computer Equipment	$	284,772	$	119,907	$	164,865	$	217,216	$	66,926	$	150,290
Office Furniture		85,264		15,607		69,657		11,580		2,600		8,980
Leasehold Improvements		589,907		81,791		508,116		----		----		----
	$	959,943	$	217,305	$	742,638	$	228,796	$	69,526	$	159,270

7. LOANS AND ADVANCES

	2008		2007
Loan payable, is due to a Director who is also an officer of the Company.  The loan is non-interest bearing, unsecured and has no fixed terms of repayment	$	---	$	187,831
Short-term loan, bearing interest at 13% per annum, is secured by a promissory note and due on demand.		---		100,000
Private placement funds paid in advance of December 31, 2007 closing.		---		63,000
Advance from a third party, bears no interest, is secured by the short-term investments and restricted cash and is due February 19, 2009		240,392		---
Advance from a third party, bears no interest and is due on demand		328,455		---
	$	568,847	$	350,831

Page 77

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

8. RELATED PARTY TRANSACTIONS

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

	2008		2007		2006
Management and consulting fees	$	184,500	$	167,806	$	69,000
Research and development		258,182		262,958		540,194

Management and consulting fees paid to an officer of the Company and a company controlled by an officer are reflected in general and administrative expenses.

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

Due from related parties include $28,754 receivable from a director who is also an officer of the Company.  The amounts due from related parties are unsecured, have no terms of repayment and bear no interest.

Due from related parties also include $30,000 due from directors and officers of the company relating to amounts owing from options exercised. The funds were received on December 22, 2008.

Included in accounts payable and accrued liabilities is $5,542 (2007 - $90,925) payable to directors 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 78

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL

Authorized Share Capital:

Unlimited number of common shares with no par value.

Unlimited number of preferred shares

Preferred shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and determine the designation, rights, privileges and conditions attached to the shares of each series.

	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 forfeited		- - -		- - -			(158,000	)		- - -
Balance, October 31, 1999		8,857,001		2,802,962			- - -			- - -
Issued for cash		275,965		572,976			- - -			- - -
Warrants issued		- - -		- - -			250,067			- - -
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	)		- - -			- - -

Page 79

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

	Common Shares					Warrants
	Shares		Amount			Warrants			Amount
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 forfeited		- - -		- - -			(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			- - -
Warrants expired and forfeited		- - -		- - -			(983,500	)		(58,274	)
Share issuance costs		- - -		(97,337	)		- - -			(21,070	)
Balance, October 31, 2006 (Restated - see Note 2)		30,814,497		6,717,678			8,444,569			409,510
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 forfeited		- - -		- - -			(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			495,776
Private placement		9,571,234		2,243,139			6,035,617			841,855
Warrants exercised		1,494,412		733,783			(1,494,412	)		(129,017	)
Stock options exercised		335,000		47,905			- - -			- - -
Warrants expired and forfeited		- - -		- - -			(1,358,087	)		(200,550	)
Warrants modified		- - -		(37,664	)		- - -			37,664
Share issuance costs		- - -		(74,553	)		- - -			(29,425	)
Balance October 31, 2008		49,214,345		11,707,655			9,691,249			1,016,303

Page 80

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

a) Share Capital

2008

In December 2007, the Company closed a non-brokered private placement of units (”Units”), which raised gross proceeds of $1,214,494. The Company issued 3,036,234 Units at $0.40 Canadian per Unit. Each Unit consists of one (1) common share in the capital of Titan and one-half (½) of one common share purchase warrant (a “Warrant”).  Of the gross proceeds, $941,800 and $272,694 have been allocated to the common shares and warrants respectively using the relative fair value method.  The value allocated to the common share purchase warrants was determined using the Black-Scholes option pricing model with the following assumptions:  dividend yield of $nil, expected volatility of 137%, risk free rate of 3.70% and expected life of 2 years.  Each whole Warrant will entitle the holder thereof to purchase one common share for a price of $0.60 Canadian and will expire December 7, 2009. The securities issued under the private placement are subject to a four-month hold period.  Insiders participated in the private placement for total gross proceeds of $363,428.40. The issue costs relating to this placement totaled  $30,536.

On March 6, 2008, the Company closed a fully-subscribed non-brokered private placement of units (“Units”), which raised gross proceeds of $510,000.  The Company issued 2,000,000 Units at a price of $0.255 Canadian per unit. Each unit consists of one (1) common share in the capital of the Company and one-half (½) of one common share purchase warrant.  Of the gross proceeds, $380,014 and $129,986 have been allocated to the common shares and warrants respectively using the relative fair value method.  The value allocated to the common share purchase warrants was determined using the Black-Scholes option pricing model with the following assumptions:  dividend yield of $nil, expected volatility of 139%, risk free rate of 2.52% and expected life of 2 years.  Each whole warrant entitles the holder thereof to purchase one common share for a price of $0.35 Canadian and will expire March 6, 2010.  The securities issued under the private placement are subject to a four-month hold period.  Insiders participated in the private placement for total gross proceeds of $132,330.  The issue costs related to this private placement totaled $6,200.

On July 29, 2008, the Company closed a fully-subscribed non-brokered private placement of units (“Units”), which raised gross proceeds of $610,500.  The Company issued 2,035,000 Units at a price of $0.30 Canadian per unit. Each unit consists of one (1) common share in the capital of the Company and one-half (½) of one common share purchase warrant.  Of the gross proceeds, $465,765 and $144,735 have been allocated to the common shares and warrants respectively using the relative fair value method.  The value allocated to the common share purchase warrants was determined using the Black-Scholes option pricing model with the following assumptions:  dividend yield of $nil, expected volatility of 131%, risk free rate of 3.05% and expected life of 2 years.    Each whole warrant entitles the holder thereof to purchase one common share for a price of $0.40 Canadian and will expire July 29, 2010.  The securities issued under the private placement are subject to a four-month hold period.  Insiders participated in the private placement for total gross proceeds of $90,000.  The issue costs related to this private placement totaled $18,868.

Page 81

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

On August 19, 2008, the Company closed a fully-subscribed non-brokered private placement of units (“Units”), which raised gross proceeds of $750,000.  The Company issued 2,500,000 Units at a price of $0.30 Canadian per unit. Each unit consists of one (1) common share in the capital of the Company and one common share purchase warrant.  Of the gross proceeds, $455,560 and $294,440 have been allocated to the common shares and warrants respectively using the relative fair value method.  The value allocated to the common share purchase warrants was determined using the Black-Scholes option pricing model with the following assumptions:  dividend yield of $nil, expected volatility of 131%, risk free rate of 2.74% and expected life of 2 years.    Each whole warrant entitles the holder thereof to purchase one common share for a price of $0.40 Canadian and will expire August 19, 2010.  The securities issued under the private placement are subject to a four-month hold period.  Insiders participated in the private placement for total gross proceeds of $600,000.  The issue costs related to this private placement totaled $42,072.

During the year, the Company modified the exercise price of the 1,392,626 common share purchase warrants issued on December 12, 2006.  The warrants have been re-priced from $0.50 to $0.38 representing the current 10 day weighted average trading price of the common shares.  All other terms of the warrants remain the same.  The warrants expire on December 12, 2008.  The increase in fair value of $37,664 as a result of the modification has been re-allocated to the warrants.

During the year, the Company modified the terms of a software transfer agreement entered into in 2006.  In 2006, the Company signed an agreement with two directors of the Company to issue 4,500,000 common shares and 2,000,000 common share purchase warrants.  The 4,500,000 common shares to be issued was contingent on the Company achieving certain milestones by May 31, 2007 as follows:

a) upon the Company achieving $400,000 of cumulative gross revenue, 1/3 of the common shares (1,500,000 common shares) would have been 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) would have been 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) would have been eligible to be issued.

A total of 1,000,000 purchase warrants issued were exercisable at $0.50 per share for a six month period commencing June 1, 2007, provided the Company achieved at least $1.2 million of gross revenue for the period June 1, 2006 to May 31, 2007.  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 period June 1, 2007 to May 31, 2008.  Effective October 2, 2008, the agreement has been amended as follows:

§ The total number of common shares and the amount of the cumulative gross revenue milestones will not change however the common shares will only be issued upon the Company achieving the milestones by May 31, 2009 and any common shares not earned by May 31, 2009 will not be eligible for issuance.

Page 82

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

§ The total number of performance warrants and the amount of the gross revenue milestones will not change however the performance warrants will be exercisable upon the Company achieving the gross revenue milestones for the one year period ended May 31, 2009.  The exercise prices will remain the same however the exercise period for the first and second tranche will be the six month period commencing June 1, 2009.

The fair value of the common shares and warrants and the increase in fair value as a result of the modification to the terms of the warrants has not been reflected in the financial statements as the issuance of the shares and warrants are subject to performance conditions which have not been met.

During 2008, a total of 335,000 options and 1,494,412 warrants were exercised.

2007

In December 2006, the Company closed a non-brokered private placement of units (“Units”), which raised gross proceeds of $1,158,965.  The Company issued 3,311,299 Units at $0.35 Canadian 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 warrants issued is a rounding factor attributed to shareholders proceeds being short of the actual value of shares purchased.  Of the gross proceeds, $957,552 and $201,413 have been allocated to the common shares and warrants respectively using the relative fair value method.  The value allocated to the common share purchase warrants was determined using the Black-Scholes option pricing model with the following assumptions:  dividend yield of $nil, expected volatility of 107%, risk free rate of 3.97% and expected life of 2 years.  The Warrants are exercisable at a price of $0.50 Canadian 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.

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.

Escrowed Shares

As at October 31, 2008, there were no common shares held in escrow (2007 - 300,000 common shares held in escrow).  The 300,000 shares in escrow were released in April 2008.

Page 83

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

Stock Options

Under the Company’s stock option plan, options to purchase common shares of the Company may be granted to directors, officers, employees and consultants of the Company.  These options entitle the holder to purchase one common share at a subscription price that shall not be less than that which may be acceptable to any stock exchange on which the Company’s shares are traded.  The number of common shares reserved for issuance, within a one-year period, to any one optionee shall not exceed 5% of the outstanding common shares.  The maximum number of common shares reserved for issuance at any time may not exceed 20% of the number of outstanding common shares.  The Board of Directors determine the time during which options shall vest and the method of vesting, provided that the options shall not vest on more favourable terms than one-third of the total number of options granted on the date of grant and on each of the 12 month and 18 month anniversaries of the date of grant.  Options expire no later than the fifth anniversary of the date of grant.  All rights to purchase shares pursuant to the plan terminate:  (i) within 90 days of the optionee ceasing to be a director, officer, employee, or consultant; or (ii) within 12 months after the death of an optionee, unless exercised within that period.

During fiscal year ending October 31, 2008 the Company issued the following stock options to directors, officers and consultants of the Company:

Date	# Stock Options	Exercise Price	Expiry Date
January 28, 2008	1,600,000	$0.37	January 28, 2013
February 4, 2008	220,000	$0.50	February 4, 2013
June 24, 2008	50,000	$0.34	June 24, 2013
July 8, 2008	150,000	$0.34	July 8, 2013
August 12, 2008	900,000	$0.30	August 12, 2013
August 15, 2008	540,000	$0.36	August 15, 2013

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

Year	2008					2007
	Number of options			Weighted-Average Exercise Price		Number of options			Weighted-Average Exercise Price
Outstanding at beginning of period		5,400,593		$	0.25		3,623,093		$	0.17
Granted		3,460,000		$	0.36		2,155,000		$	0.35
Exercised		(335,000	)	$	0.10		(377,500	)	$	0.15
Forfeited or expired		(715,000	)	$	0.29		---			---
Outstanding at end of period		7,810,593		$	0.29		5,400,593		$	0.25
Exercisable at end of period		5,708,093		$	0.27		4,150,593		$	0.19

Page 84

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

The following table summarizes information on stock options outstanding and exercisable at October 31, 2008:

Exercise Price	Number Outstanding	Number Exercisable	Weighted Average Remaining Contractual Life (years)
$ 0.10	1,100,000	1,100,000	0.2
0.16	470,593	470,593	1.3
0.25	680,000	680,000	1.3
0.32	360,000	360,000	2.7
0.30	1,780,000	1,780,000	3.2
0.69	200,000	150,000	3.7
0.50	110,000	82,500	3.8
0.37	1,250,000	625,000	4.3
0.50	220,000	110,000	4.3
0.34	50,000	12,500	4.7
0.34	150,000	37,500	4.7
0.30	900,000	300,000	4.8
0.36	540,000	0	4.8
	7,810,593	5,708,093

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

	2008			2007			2006
Weighted average grant date fair value per share option		0.33			0.33			0.32
Expected dividend rate		0	%		0	%		0	%
Expected volatility		123	%		142	%		138	%
Risk-free interest rate		3.32	%		3.95	%		3.75	%
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 85

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

9. SHARE CAPITAL (continued)

Warrants

The following table summarizes information on warrants outstanding at October 31, 2008:

Exercise Prices	Number Outstanding		Expiry Date
$0.38		1,392,626	December 12, 2008
$0.50		263,006	December 12, 2008
$0.60		1,518,117	December 7, 2009
$0.50		2,000,000	November 30, 2009
$0.35		1,000,000	March 6, 2010
$0.40		1,017,500	July 29, 2010
$0.40		2,500,000	August 19, 2010
		9,691,249

CONTRIBUTED SURPLUS

	2008			2007
				(Restated - see Note 2)
Balance, beginning of year	$	544,682		$	338,572
Stock based compensation		548,342			217,819
Expired and forfeited warrants		200,550			11,633
Exercise of stock options		(14,405	)		(23,342	)
Balance, end of year	$	1,279,169		$	544,682

10. FUTURE INCOME TAXES

Income tax expense differs from the amounts computed by applying the combined income tax rates of 29.74% (2007- 32.12%) to loss before income taxes.  The differences are as follows:

	2008			2007
				(Restated - see Note 2)
Computed tax recovery	$	(914,798	)	$	(828,580	)
Deductible share issuance costs		(25,083	)		(7,042	)
Foreign rate differential		(35,139	)		(9,174	)
Non-deductible expenses		206,294			75,094
Unrecognized losses		768,726			769,702
	$	-		$	-

Page 86

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

10. FUTURE INCOME TAXES (continued)

The tax effect of significant temporary differences is as follows:

	2008			2007
				(Restated - see Note 2)
Operating loss carry-forwards	$	2,819,387		$	2,871,947
Other temporary differences		87,947			57,206
Future income tax assets before valuation allowance		2,907,334			2,929,153
Valuation allowance		(2,907,334	)		(2,929,153	)
Future income tax assets	$	-		$	-

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 $10,778,041 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
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		2,028,924		2,347,478
2028		668,114		1,798,540		2,466,654
Total		1,160,285		9,617,756		10,778,041

Page 87

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

11. COMMITMENTS

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

Year	Total
2009	$	89,010
2010	$	78,768
2011	$	78,768
2012	$	78,768

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 which is 21 days after notice of termination is provided by either party.  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 which is 21 days after notice of termination is provided by either party.  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 May 31, 2009.

e) The Company has signed a one-year contract with a consultant to conduct investor relations starting from September 1, 2008 for a monthly fee of $7,000 plus approved expenses.  Titan has the right to terminate the agreement at any time after February 28, 2009, by providing the consultant a 30-day written notice.

f) The Company has a consulting agreement commencing August 1, 2008 and expiring July 31, 2009 for financing services, public relations services, investor relations services, shareholder relations services and market maintenance.  The agreement is subject to acceptance by the TSX Venture Exchange.  As compensation, the Company will pay the consultant 900,000 stock options at a price of $0.30 per share and will vest over eighteen months.

g) Commencing February 25, 2008, the Company has entered into an agreement with a third party.  The agreement required a capital contribution of $300,000 US from the third party and $20,000 US from the Company.  The capital was to be used for trading with any profits from trading to be allocated 65% to the Company and 35% to the third party.  The maximum loss is limited to $20,000 US for the Company and $30,000 US for the third party.  The agreement terminated on May 24, 2008.  The capital to be repaid to the third party as at October 31, 2008 is $328,455 CDN.

Page 88

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

11. COMMITMENTS (continued)

h) Commencing February 19, 2008, the Company has entered into an agreement with a third party.  The agreement required a capital contribution of $200,000 US from the third party.  The capital was to be used for trading with any profits from trading to be allocated 50% each to the Company and the third party.  The maximum loss for the third party is limited to $30,000 US.  The agreement terminates on February 19, 2009.  The capital to be repaid to the third party as at October 31, 2008 is $240,392 CDN.

12. FINANCIAL INSTRUMENTS

Financial risk management

The Company’s activities are exposed to a variety of financial risks: price risk, interest rate risk, credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial and economic markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by financial management in conjunction with overall corporate governance.

Fair Value

The Company's financial instruments consist of cash and cash equivalents, short-term investments, due from related parties, restricted cash, 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.  The fair value of loans and advances cannot be reliably determined as there is no market for loans that are non-interest bearing and have no terms of repayment.

Credit Risk

The Company is exposed to credit risk in its cash and cash equivalents, short-term investments, due from related parties and restricted cash.  The maximum exposure of the credit risk is the full carrying value of the financial instrument.  The Company minimizes the credit risk of cash and cash equivalent, short-term investments and restricted cash by only dealing with credit worthy financial institutions.  The credit risk associated with the amounts due from related parties is also mitigated as credit is only granted to directors and officers of the Company who historically settle the amounts in a timely manner.

Foreign Currency Risk

The Company is exposed to currency risk as a result of its operations in the United States.  A significant change in the currency exchange rate between the Canadian dollar relative to the US dollar could have a material effect on the Company’s results of operations, financial position or cash flows.  The Company does not use derivative financial instruments to reduce its exposure to fluctuations in foreign exchange rates.  As at October 31, 2008 the Company is exposed to currency risk through its cash, short-term investments, restricted cash and loans and advances denominated in US dollars.  As at October 31, 2008, US denominated cash, short-term investment, restricted cash and loans and advances amounted to US$111,422, $7,465, $197,610 and $467,610 respectively.  Based on the balances at October 31, 2008, net loss will increase or decrease approximately $4,000 given a 10% increase or decrease respectively, in the foreign exchange rate.

Page 89

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

12. FINANCIAL INSTRUMENTS (continued)

Interest Rate Risk

The Company is susceptible to interest rate price risk on its fixed interest loans.  The Company closely monitors its fixed rate debt instruments to ensure interest rates are in line with market rates.

Financial Market risk

The Company’s exposure to financial market risk is limited since there are no significant financial instruments including hedges on currencies or commodities which will fluctuate as a result of changes in market prices.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations, including commitments, as they become due.  In order to manage this risk, the Company forecasts its requirements to determine whether sufficient funds will be available.  The Company expects to generate sufficient cash through the issuance of shares or related party loans.

13. 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 and the United States.

14. SUBSEQUENT EVENTS

a) In November 2008, Titan Trading Analytics Inc. announced that, subject to regulatory approval, the Company intends to grant 525,000 stock options, in the aggregate, to directors, officers, employees and consultants of the Company.  The options will have an exercise price of $0.36, with vesting over an eighteen-month period and a five year term to expiry.

b) On January 8, 2009, Avidus Trading LLC (Avidus), a broker which the Company has been using for trading of securities, filed a bankruptcy petition with the Southern District of Florida U.S. Bankruptcy Court.  As at October 31, 2008, the Company had $386,962 of short-term investments held with Avidus.  The Company is uncertain whether the investments can be recovered and has recorded a write down of the short-term investments for an amount of $350,467 with the remaining $36,495 ($30,000 US) being used to reduce the advance from a third party (Note 7).

15. LOSS PER COMMON SHARE

Loss per common share is calculated using the weighted-average number of common shares outstanding during the period, which was 44,032,360 (2007 - 35,838,813; 2006 – 27,306,799).  The inclusion of the Company’s stock options and share purchase warrants in the computation of diluted loss per common share would have an anti-dilutive effect and is therefore excluded from the computation.  Consequently, diluted loss per common share is not disclosed.

Page 90

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

16. CAPITAL MANAGEMENT

The Company’s objectives when managing its capital are to safeguard the Company’s ability to pursue research and development of its software and meet its ongoing operating expenditures while at the same time providing adequate capital to fund the Company’s growth, without unwarranted dilution of the current shareholders.

The Company defines its capital as its cash and cash equivalents, short-term investments and the components of shareholders’ equity.

The Company sets the amount of capital in proportion to risk and manages the capital structure and makes adjustments to it for changes in economic conditions and the risk characteristics of its underlying assets since inception, the Company has financed its liquidity needs through private placements.

In order to maximize ongoing research and development of its software, the Company does not pay out dividends.

The Company expects its current capital resources will be sufficient to carry out its research and development of the software.

The Company is not subject to any externally imposed capital requirements.

17. 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:

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.

Impact of Recently Adopted Accounting Standards

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 was adopted effective November 1, 2007, and it was determined that there was no effect to the Company.

Page 91

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

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

Stock-Based Compensation

Under U.S. GAAP, the measurement date for stock-based compensation to non-employees for goods or services rendered should be the earlier of the date on which the recipient completes performance or the date on which a performance commitment is reached.  For measurement purposes Canadian GAAP specifies the two conditions under U.S. GAAP described above and also lists a third condition, namely, the date at which the equity instruments are granted if they are fully vested and non-forfeitable at that date.  The Company failed to identify the above difference in the measurement dates available under U.S. GAAP versus Canadian GAAP.  As a result, in fiscal 2007, there is a $54,000 difference in the stock-based compensation recorded for the 300,000 common shares issued to consultants for their services rendered.  The impact of this difference is as follows:

	2007
	(Restated - see Note 2)
Net loss and comprehensive loss under Canadian GAAP	$	(2,579,638	)
Stock-based compensation		54,000
Net loss and comprehensive loss under U.S. GAAP	$	(2,525,638	)
Basic loss per share	$	0.07
Diluted loss per share	$	0.07

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 the Company’s fiscal year beginning November 1, 2008.  The Company is currently evaluating the impact SFAS 157 will have on its consolidated financial statements.

Page 92

TITAN TRADING ANALYTICS INC.

(Continued under the Laws of Alberta)

“A Development Stage Corporation”

Notes to Consolidated Financial Statements

Years ended October 31, 2008 and 2007

(expressed in Canadian dollars)

17. 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 the Company’s fiscal years beginning November 1, 2008.  The company is assessing the impact this statement will have on its consolidated financial statements.

SFAS 162

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”.  The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.

Page 93

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: June 26 , 2009
By:	/s/ Dr. Kenneth W. Powell
Dr. Kenneth W. Powell, President, Chief Executive Officer and Acting Chief Financial Officer

Page 94

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.

95