Exhibit 99.1
Consolidated Financial Statements of
TITAN TRADING ANALYTICS INC.
(A Development Stage Company)
For the nine months ended July 31, 2011
(Unaudited)
(expressed in Canadian dollars)
Notice to Reader
The management of Titan Trading Analytics Inc. is responsible for the preparation of the accompanying interim consolidated financial statements. The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada and are considered by management to present fairly the financial position, operating results and cash flows of the Company.
These interim financial statements have not been reviewed by an auditor. These interim consolidated financial statements are unaudited and include all adjustments, consisting of normal and recurring items, that management considers necessary for a fair presentation of the consolidated financial position, results of operations and cash flows.
Dated: September 29, 2011
signed “John Coulter”
John Coulter
CEO and CFO
TABLE OF CONTENTS | |
| Page |
Consolidated Balance Sheets | 1 |
Consolidated Statements of Operations | |
and Comprehensive Loss | 2 |
Consolidated Statements of Shareholders’ Equity | 3 |
Consolidated Statements of Cash Flows | 4 |
Notes to Consolidated Financial Statements | 5 - 18 |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Balance Sheets
(expressed in Canadian dollars)
(Unaudited – prepared by management)
| | July 31, | | | October 31, | |
| | | | | | |
| | 2011 | | | 2010 | |
ASSETS | | | | | | |
CURRENT | | | | | | |
Cash | | $ | 1,641,590 | | | $ | 209,736 | |
Short-term investment | | | 60,000 | | | | 60,000 | |
Other receivables | | | 5,983 | | | | 10,088 | |
Prepaid expenses and deposits | | | 25,122 | | | | 37,727 | |
| | | 1,732,695 | | | | 317,551 | |
Deposit | | | 23,709 | | | | 24,074 | |
Property and equipment | | | 301,506 | | | | 425,468 | |
Technology rights (Note 3) | | | 368,150 | | | | 398,000 | |
| | | | | | | | |
| | $ | 2,426,060 | | | $ | 1,165,093 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
CURRENT | | | | | | | | |
Accounts payable and accrued liabilities (Note 6) | | $ | 72,761 | | | $ | 187,971 | |
Loans and advances | | | --- | | | | 2,111 | |
| | | 72,761 | | | | 190,082 | |
Deferred lease inducements | | | 59,339 | | | | 76,574 | |
Convertible debentures (Note 4) | | | 287,997 | | | | 283,509 | |
| | | | | | | | |
| | | 420,097 | | | | 550,165 | |
| | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Share capital (Note 5) | | | 18,379,991 | | | | 15,845,770 | |
Warrants (Note 5) | | | 2,193,432 | | | | 1,901,217 | |
Contributed surplus (Note 5) | | | 3,232,067 | | | | 2,899,907 | |
Convertible debenture equity (Note 4) | | | 11,564 | | | | 11,564 | |
Deficit accumulated in development stage | | | (16,888,418 | ) | | | (16,888,418 | ) |
Deficit | | | (4,922,673 | ) | | | (3,155,112 | ) |
| | | 2,005,963 | | | | 614,928 | |
| | | | | | | | |
| | $ | 2,426,060 | | | $ | 1,165,093 | |
| | | | | | | | |
Nature of Operations and Going Concern (Note 1) | | | | | | | | |
Commitments (Note 7) | | | | | | | | |
Subsequent Events (Note 10) | | | | | |
| | | | |
Signed “John Coulter” | | | Signed ”James Leman” | |
John Coulter | | | James Leman | |
See accompanying notes to consolidated financial statements.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
(expressed in Canadian dollars)
(Unaudited – prepared by management)
| | Three months ended July 31, | | | Nine months ended July 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | |
Research and development (Note 8) | | | 154,424 | | | | 185,834 | | | | 440,933 | | | | 576,785 | |
General and administrative ( Note ) | | | 129,367 | | | | 425,130 | | | | 1,127,323 | | | | 1,196,855 | |
Amortization | | | 45,426 | | | | 38,404 | | | | 136,277 | | | | 115,702 | |
Bank charges and interest | | | 21,899 | | | | 751 | | | | 30,864 | | | | 4,406 | |
Loss (Gain) on foreign exchange | | | 12,221 | | | | 78,125 | | | | 32,164 | | | | 70,969 | |
| | | | | | | | | | | | | | | | |
Net loss and comprehensive loss | | | 363,337 | | | | 728,244 | | | | 1,767,561 | | | | 1,964,717 | |
| | | | | | | | | | | | | | | | |
LOSS PER SHARE – Basic (Note 14) | | $ | (0.003 | ) | | $ | (0.01 | ) | | $ | (0.02 | ) | | $ | ( 0.03 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES USED TO CALCULATE LOSS PER SHARE | | | 104,041,191 | | | | 61,505,174 | | | | 95,682,051 | | | | 59,391,985 | |
See accompanying notes to consolidated financial statements.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Shareholders’ Equity
(expressed in Canadian dollars)
(Unaudited – prepared by management)
| | Share Capital | | | Warrants | | | Contributed Surplus | | | Convertible Debentures - Equity | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | |
October 31, 2008 | | | 11,707,655 | | | | 1,016,303 | | | | 1,279,169 | | | | | | | (13,163,541 | ) | | | 839,586 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | | | | (3,528,749 | ) | | | (3,528,749 | ) |
Expired/forfeited warrants | | | | | | | (239,077 | ) | | | 239,077 | | | | | | | | | | | --- | |
Stock options exercised | | | 169,120 | | | | | | | | (49,820 | ) | | | | | | | | | | 119,300 | |
Private placements | | | 1,644,179 | | | | 338,649 | | | | | | | | | | | | | | | 1,982,828 | |
Shares issued for service | | | 71,000 | | | | | | | | | | | | | | | | | | | 71,000 | |
Stock compensation expense | | | | | | | | | | | 807,931 | | | | | | | | | | | 807,931 | |
| | | | | | | | | | | | | | | | | | | | | | | |
October 31, 2009 | | | 13,591,954 | | | | 1,115,875 | | | | 2,276,357 | | | | | | | (16,692,290 | ) | | | 291,896 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | | | | (2,977,117 | ) | | | (2,977,117 | ) |
Private placement | | | 2,266,364 | | | | 626,049 | | | | | | | | | | | | | | | 2,892,413 | |
Returned to treasury | | | (12,548 | ) | | | (3,524 | ) | | | | | | | | | | (9,306 | ) | | | (25,378 | ) |
Warrants extension | | | | | | | 162,817 | | | | | | | | | | | (162,817 | ) | | | --- | |
Stock compensation expense | | | | | | | | | | | 623,550 | | | | | | | | | | | 623,550 | |
Convertible debentures | | | | | | | | | | | | | | | 11,564 | | | | | | | | 11,564 | |
Technology rights payment in excess of carrying value | | | | | | | | | | | | | | | | | (202,000 | ) | | | (202,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
October 31, 2010 | | $ | 15,845,770 | | | $ | 1,901,217 | | | $ | 2,899,907 | | | $ | 11,564 | | | $ | (20,043,530 | ) | | $ | 614,928 | |
Net loss | | | | | | | | | | | | | | | | | | | (1,767,561 | ) | | | (1,767,561 | ) |
Private placement | | | 2,534,221 | | | | 292,215 | | | | | | | | | | | | | | | | 2,826,436 | |
Stock compensation expense | | | | | | | | | | | 332,160 | | | | | | | | | | | | 332,160 | |
July 31, 2011 | | $ | 18,379,991 | | | $ | 2,193,432 | | | $ | 3,232,067 | | | $ | 11,564 | | | $ | (21,811,091 | ) | | $ | 2,005,963 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in Canadian dollars)
(Unaudited – prepared by management)
| | | |
| Three months ended July 31, | | Nine months ended July 31, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
OPERATING | | | | | | | | | | | | |
Net loss for the period | | $ | (363,337 | ) | | $ | (733,244 | ) | | $ | ( 1,767,561 | ) | | $ | (1,953,392 | ) |
Adjustments for non-cash items | | | | | | | | | | | | | | | | |
Amortization of property and equipment | | | 51,171 | | | | 44,149 | | | | 153,512 | | | | 132,937 | |
Amortization of deferred lease inducements | | | (5,745 | ) | | | (5,745 | ) | | | (17,235 | ) | | | (17,235 | ), |
Stock compensation expense | | | (38,260 | ) | | | 140,956 | | | | 332,160 | | | | 265,006 | |
Accretion Interest | | | 1,501 | | | | | | | 4,488 | | | | |
Research and developmenmt | | | | | | | | | | | |
Unrealized foreign exchange | | | (567 | ) | | | | | | (6,977 | ) | | | |
Net Changes in non-working capital balances: | | | | | | | | | | | | | | |
Prepaid expenses and deposits | | | (272 | ) | | | (855 | ) | | | 12,970 | | | | 13,251 | |
Other receivables | | | 16,807 | | | | (6,378 | ) | | | 4,105 | | | | 6,575 | |
Accounts payable and accrued liabilities | | | (9,772 | ) | | | 109,118 | | | | (114,361 | ) | | | 104,298 | |
| | | | | | | | | | | | | | | | |
| | | (348,474 | ) | | | (451,999 | ) | | | (1,398,899 | ) | | | (1,448,560 | ) |
INVESTING | | | | | | | | | | | | |
Due from related parties | | | --- | | | | --- | | | | --- | | | | --- | |
Loan receivable | | | --- | | | | --- | | | | --- | | | | --- | |
Purchase (Sale) of property and equipment | | | --- | | | | --- | | | | 300 | | | | --- | |
Purchase of technology rights | | | --- | | | | --- | | | | --- | | | | --- | |
Proceeds from deferred lease inducements | | | --- | | | | --- | | | | --- | | | | --- | |
Restricted cash | | | --- | | | | --- | | | | --- | | | | 2,520 | |
Short-term investment | | | --- | | | | --- | | | | --- | | | | -- | |
| | | -- | | | | 852 | | | | 300 | | | | 2,520 | |
FINANCING | | | | | | | | | | | | | | | | |
Issue of share capital, net of issue costs | | | 1,899,517 | | | | 892,183 | | | | 2,826,436 | | | | 892,183 | |
Redemption of common shares | | | --- | | | | --- | | | | --- | | | | --- | |
Loans and advances | | | --- | | | | (530,136 | ) | | | (2,111 | ) | | | 386,884 | |
| | | 1,899,517 | | | | 362,047 | | | | 2,824,325 | | | | 1,279,067 | |
EFFECT OF EXCHANGE RATE CHANGES | | | 822 | | | | | | | | 6,128 | | | | --- | |
INCREASE (DECREASE) IN CASH | | | 1,551,865 | | | | (89,952 | ) | | | 1,431,854 | | | | (166,973 | ) |
CASH, BEGINNING OF PERIOD | | | 89,725 | | | | 6,141 | | | | 209,736 | | | | 83,162 | |
CASH, END OF PERIOD | | $ | 1,641,590 | | | $ | (83,811 | ) | | $ | 1,641,590 | | | $ | (83,811 | ) |
CASH USED IN OPERATING ACTIVITIES INCLUDES: | | | | | | | | | | | | | | | | |
Bank charges and interest | | $ | 6,584 | | | $ | 751 | | | $ | 12,309 | | | $ | 4,406 | |
Income taxes paid | | $ | --- | | | $ | --- | | | $ | --- | | | $ | --- | |
Supplementary information: Shares issued for services | | $ | --- | | | $ | --- | | | $ | --- | | | $ | --- | |
See accompanying notes to consolidated financial statements.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July 31, 2011
(expressed in Canadian dollars)
(Unaudited Prepared by Management)
1. | NATURE OF OPERATIONS AND GOING CONCERN |
Nature of Operations
Titan Trading Analytics Inc. (“Titan” or the “Company”) was incorporated on November 30, 1993. 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.
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 and has an accumulated deficit of $21,811,091 at July 31, 2011 (2010 - $ 18,645,682).
Management has evaluated the Company’s alternatives to enable it to pay its liabilities as they become due and payable in the next twelve-month period, including reducing operating losses and obtaining additional or new financing in order to advance its business plan. The Company believes these measures will provide liquidity for it to continue as a going concern throughout fiscal 2011. However, management can provide no assurance thereon.
If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.
2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION |
The unaudited consolidated Interim financial statements of Titan Trading Analytics Inc. and its wholly owned subsidiaries have been prepared in accordance with generally accepted accounting principles in Canada, which were the same accounting policies and methods of computation as the audited consolidated financial statements as at October 31, 2010, with the exception of the changes discussed herein.
The disclosure which follows is incremental to the disclosure included in the annual consolidated financial statements. These Interim financial statements to July 31, 2011 should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended October 31, 2010.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
2. | SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) |
Future Accounting Pronouncements
| a) | Business Combinations, Consolidated Financial Statements and Non-Controlling Interests |
In January 2009, the Canadian Institute of Chartered Accountants issued Sections 1582, “Business Combinations”, 1601, “Consolidated Financial Statements”, and 1602, “Non-controlling Interests”, which replace Sections 1581, “Business Combinations”, and 1600, “Consolidated Financial Statements”. Section 1582 is applicable for the Company’s business combinations with acquisition dated on or after November 1, 2011. Early adoption of this section is permitted. Section 1601 together with Section 1602 establish standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Company’s financial
statements for its fiscal year beginning November 1, 2011. Early adoption of this section is also permitted. If the Company chooses to early adopt any one of these sections, the other two sections must also be adopted at the same time.
Future Accounting Pronouncements (continued)
b) International Financial Reporting Standards (“IFRS”)
The Canadian Accounting Standards Board will require all public companies to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company will be required to prepare both current and comparative financial information using IFRS. While the conceptual framework for IFRS and Canadian GAAP are similar, there are significant differences in recognition, measurement and disclosure requirements. While the Company has begun assessing the adoption of IFRS for the fiscal year ending October 31, 2012, the financial impact of the transition to IFRS cannot be reasonably determined at this time.
3. TECHNOLOGY RIGHTS
During year ending October 31, 2010, the Company purchased all rights to the algorithm and codes for software from a non-arm’s length party in exchange for $600,000.
| | 2011 | | | 2010 | |
| | | | | | |
Purchase of technology rights | | $ | 600,000 | | | $ | 600,000 | |
Allocation of excess of exchange amount from carrying value acquired from related party to deficit | | | (202,000 | ) | | | (202,000 | ) |
| | $ | 398,000 | | | $ | 398,000 | |
Amortization | | | (29,850 | ) | | | --- | |
| | $ | 368,150 | | | $ | 398,000 | |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
4. CONVERTIBLE DEBENTURES
On August 27, 2010, the Company raised $294,000 in convertible debentures. The debentures will mature on August 26, 2012 from the date of issuance and bear interest of 12% per annum. The maturity date can be reduced to 12 months at the option of the holder. The debentures will be convertible to units at a deemed price of $0.15 per unit on or before the maturity date. Each unit consists of one common share and one share purchase warrant that is exercisable at a price of $0.30 for up to six months from the date of conversion. The debentures have an early conversion right whereby if the average trading price per share is greater than or equal to $0.40 for a period of 20 consecutive trading days, the Company shall have the right to convert the debentures at the conversion price at any time prior to the maturity date. The debentures have been bifurcated into the liability and equity components as follows:
| 2011 | 2010 |
|
Face value of convertible debentures | $ 294,000 | $ 294,000 |
Portion of convertible debentures allocated to equity | (11,564) | (11,564) |
| 282,436 | 282,436 |
Interest expense | 4,488 | 1,073 |
| |
| $ 287,997 | $283,509 |
| | | | |
The assumptions used to fair value the equity component of the convertible debentures are as follows: |
| | | |
Expected dividend rate | | | 0 | % |
Expected volatility | | | 95.78 | % |
Risk-free interest rate | | | 1.26 |
Expected life of the debenture term | | 2 years | |
| | | |
5. SHARE CAPITAL
Authorized:
Unlimited number of common shares without par value
Unlimited number of preferred shares with no par value
Preferred shares may be issued in one or more series and the directors are authorized to fix the number of shares in each series and determine the designation, rights, privileges and conditions attached to the shares of each series.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
5. SHARE CAPITAL (continued) | | | |
| Common Shares | | | Warrants | |
| | Shares | | | Amount | | | Warrants | | | Amount | |
| | | | | | | | | | | | |
Balance, October 31, 2001 | | | 9,812,966 | | | $ | 3,715,938 | | | | 680,000 | | | $ | --- | |
Issued for cash | | | --- | | | | --- | | | | --- | | | | --- | |
| | | | | | | | | | | | | | | | |
Balance, October 31, 2002 | | | 9,812,966 | | | | 3,715,938 | | | | 680,000 | | | | --- | |
Warrants expired | | | --- | | | | --- | | | | (680,000 | ) | | | --- | |
| | | | | | | | | | | | | | | | |
Balance, October 31, 2003 | | | 9,812,966 | | | | 3,715,938 | | | | --- | | | | --- | |
Private placements | | | 3,211,999 | | | | 242,456 | | | | 3,211,999 | | | | 116,544 | |
Share issuance costs | | | --- | | | | (9,800 | ) | | | --- | | | | --- | |
| | | | | | | | | | | | | | | | |
Balance, October 31, 2004 | | | 13,024,965 | | | | 3,948,594 | | | | 3,211,999 | | | | 116,544 | |
Private placements | | | 5,455,110 | | | | 878,014 | | | | 4,655,014 | | | | 154,561 | |
Warrants exercised | | | 430,000 | | | | 72,240 | | | | (430,000 | ) | | | (20,640 | ) |
Shares issued for debt | | | 3,736,324 | | | | 472,309 | | | | --- | | | | --- | |
Shares issuance costs | | | --- | | | | (77,652 | ) | | | --- | | | | --- | |
Warrants expired and 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 | | | 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 | |
Private placement | | | 7,743,533 | | | | 1,693,027 | | | | 3,871,767 | | | | 352,233 | |
Stock options exercised | | | 1,160,000 | | | | 169,120 | | | | --- | | | | --- | |
Warrants expired and forfeited | | | --- | | | | --- | | | | (1,655,632 | ) | | | (239,077 | ) |
Share issuance costs Shares issued for services | | | --- 200,000 | | | | (48,848 | ) 71,000 | | | --- --- | | | | (13,584 | ) --- |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
5. SHARE CAPITAL (continued) | | | |
| | Common Shares | | | Warrants | |
| | Shares | | | Amount | | | Warrants | | | Amount | |
Balance, October 31, 2009 | | | 58,317,878 | | | | 13,591,954 | | | | 11,907,384 | | | | 1,115,875 | |
Private placement | | | 24,785,750 | | | | 2,296,821 | | | | 24,785,750 | | | | 632,878 | |
Warrants extended | | | --- | | | | | | | | --- | | | | 162,817 | |
Warrants expired and forfeited | | | --- | | | | --- | | | | (2,000,000 | ) | | | --- | |
Share issuance costs | | | --- | | | | (30,457 | ) | | | --- | | | | (6,829 | ) |
Return to treasury | | | (84,600 | ) | | | (12,548 | ) | | | (42,300 | ) | | | (3,524 | ) |
| | | | | | | | | | | | | | | | |
Balance, October 31, 2010 | | | 83,019,028 | | | $ | 15,845,770 | | | | 34,650,834 | | | $ | 1,901,217 | |
| | | | | | | | | | | | | | | | |
Private placement | | | 29,705,250 | | | | 2,661,756 | | | | 24,594,625 | | | | 308,779 | |
| | | | | | | | | | | | | | | | |
Warrants expired and forfeited | | | --- | | | | --- | | | | (3,569,584 | ) | | | --- | |
Share issuance costs | | | --- | | | | (127,524 | ) | | | | | | | (16,565 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Balance July 31, 2011 | | | 112,724,278 | | | $ | 18,379,991 | | | | 55,675,875 | | | $ | 2,193,432 | |
2011
On December 3, 2010, the Company completed a non-brokered private placement of units, which raised $1,022,125. The private placement consisted of 10,221,250 units at $0.10. Each unit consists of one common share and one-half of one warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.30 during the two-year period following the date of the closing and will expire December 3, 2012. The Company paid a total of $88,250 in finder’s fees to arm’s length parties.
On June 10, 2011, the Company completed a non‐brokered private placement of units which raised CDN $1,948,400. The private placement consisted of 19,484,000 Units at CDN $0.10 per Unit. Each Unit consists of one common share (“Common Share”) and one full common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into one Common Share at a price of CDN$0.33 per Common Share during the twenty‐four month period following the date of closing and will expire June 10, 2013.
The Company paid a total of CDN $38,640 in finder’s fees to arm’s length parties. The Common Shares and Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants are subject to a four (4) month restricted period which expires on October 11 2011.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
5. SHARE CAPITAL (continued) | | | | |
During the nine month period ended July 31, 2011, the Company issued the following stock options to directors, officers and consultants of the Company:
Date | # Stock Options | Exercise Price | Expiry Date |
November 3, 2010, | 1,930,000 | $0.11 | November 3, 2015 |
November 16, 2009 | 300,000 | $0.13 | November 16, 2015 |
November 24, 2010 | 3,770,000 | $0.14 | November 24, 2015 |
December 3, 2010 | 500,000 | $0.13 | December 3, 2015 |
December 22, 2010 | 200,000 | $0.13 | December 22, 2015 |
March 15, 2011 | 2,000,000 | $0.10 | March 15, 2016 |
March 31, 2011 | 50,000 | $0.10 | March 31, 2016 |
June 1, 2011 | 1,150,000 | $0.10 | June 1, 2016 |
| | | |
Total | 9,900,000 | $0.12 | |
The stock-based compensation relates to compensation for services as follows:
The following table summarizes the activity of stock options as follows:
Year | 2011 | 2010 |
| Number of Options | Weighted- Average Exercise Price | Number of Options | Weighted- Average Exercise Price |
Outstanding at beginning of year | 11,390,000 | $ 0.32 | 9,130,593 | $ 0.33 |
Granted Exercised Forfeited Expired/cancelled | 9,900,000 --- (1,138,331) (4,071,669) | $ 0.12 $ 0.20 $ 0.34 | 4,130,000 --- (1,870,593) | $ 0.19 $ 0.27 |
Outstanding at end of period | 16,080,000 | $ 0.18 | 11,390,000 | $ 0.29 |
Exercisable at end of period | 9,670,002 | $ 0.22 | 8,620,004 | $ 0.32 |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
5. SHARE CAPITAL (continued)
The following table summarizes information on stock options outstanding and exercisable at July 31, 2011.
Exercise Price | Number Outstanding | Number Exercisable | Weighted Average Remaining Contractual Life (years) |
0.30 | 1,285,000 | 1,285,000 | .5 |
0.50 | 50,000 | 50,000 | 1. |
0.37 | 520,000 | 520,000 | 1.5 |
0.50 | 60,000 | 60,000 | 1.5 |
0.335 | 150,000 | 150,000 | 1.9 |
0.30 | 900,000 | 900,000 | 2.0 |
0.36 | 175,000 | 175,000 | 2.3 |
0.31 | 50,000 | 50,000 | 2.5 |
0.33 | 830,000 | 830,000 | 2.6 |
0.25 | 1,000,000 | 1,000,000 | 3.3 |
0.17 | 1,010,000 | 673,335 | 3.6 |
0.17 | 100,000 | 66,666 | 3.8 |
0.10 | 50,000 | 33,333 | 4.3 |
0.11 | 1,930,000 | 1,286,667 | 4.3 |
0.13 | 300,000 | 200,000 | 4.3 |
0.14 | 3,770,000 | 1,256,667 | 4.3 |
0.13 | 500,000 | --- | 4.4 |
0.13 | 200,000 | 66,666 | 4.4 |
$0.10 | 2,000,000 | 666,668 | 4.8 |
$0.10 | 50,000 | 16,667 | 4.8 |
$0.10 | 1,150,000 | 383,333 | 4.8 |
| 16,080,000 | 9,670,002 | |
Stock Options (continued)
The Company uses the Black-Scholes option pricing model to value the options and warrants included in the units of the private placements at each grant date under the following weighted-average assumptions:
| | Options | | | Warrants | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Weighted-average grant date fair value per share option or warrant | | | 0.12 | | | | 0.19 | | | | 0.03 | | | | 0.03 | |
Expected dividend rate | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Expected volatility | | | 111 | % | | | 116 | % | | | 88 | % | | | 94 | % |
Risk-free interest rate | | | 2.43 | % | | | 2.55 | % | | | 1.63 | % | | | 1.42 | % |
Expected life of options or warrants in years | | 5 yrs. | | | 5 yrs. | | | 2 yrs. | | | 2 yrs. | |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
5. SHARE CAPITAL (continued)
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.
Warrants
The following table summarizes information on warrants outstanding at July 31, 2011:
Exercise Price | Number \Outstanding | Expiry Date | |
$0.40 $0.40 $0.50 $0.30 $0.30 $0.30 $0.30 $0.33 | 1,017,500 2,500,000 2,778,000 4,511,250 19,824,500 450,000 5,110,625 19,484,000 | July 29, 2012 August 19, 2012 October 15, 2011 May 27, 2012 October 12,2012 October 20,2012 December 3, 2012 June 10, 2013 | (*) (*) |
| 55,675,875 | | |
(*) During year ended October 31, 2010, the company extended the expiry date of warrants.
| 6. | RELATED PARTY TRANSACTIONS |
Included in the consolidated financial statements are the following related party transactions not disclosed elsewhere:
| | 2011 | | | 2010 | | | 2009 | |
Management and consulting fees | | $ | 135,000 | | | $ | 67,500 | | | $ | 67,500 | |
Research and development | | $ | 178,044 | | | $ | 183,897 | | | $ | 188,385 | |
Management and consulting fees are paid to directors and officers of the Company and are reflected in general and administrative expenses.
Research and development fees are paid to directors and companies controlled by directors.
Included in accounts payable and accrued liabilities is $7,912
(2010 - $26,850) payable to directors of the Company and companies controlled by directors.
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.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
7. COMMITMENTS
The Company has lease agreements for its offices with minimum annual payments until expiration of the leases as follows:
| Year | Total |
| | |
| 2011 2012 | $ 78,768 65,640 |
| | $ 144,408 |
The Company’s accrued liabilities include the following amounts:
| 2011 | 2010 |
Accrued vacation pay | $ --- | $12,699 |
Accrued payroll withholdings to government agency | --- | 8,606 |
Others | 35,448 | 57,248 |
| $ 35,448 | $78,553 |
9. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES |
| The Company prepares its consolidated financial statements in accordance with Canadian GAAP. There are no material variations between the financial position of the Company and the results of operations and cash flows under Canadian GAAP and United States generally accepted accounting principles (“US GAAP”), except as follows: |
Technology Rights
Under US GAAP, transactions with related party are measured at the exchange amount, which is the amount of consideration agreed upon by the transacting parties. For the acquisition of technology rights, the exchange amount was $600,000. For Canadian GAAP purposes, transaction with related parties not in the normal course of business where the amount of the exchange is not supported by independent evidence is measured at the carrying value to the related party, which is $398,000.
Convertible Debentures
Under US GAAP, convertible debt instruments are classified as debt until converted to equity. The conversion feature of convertible debentures is recognized separately only if the effective conversion rate is less than the market price of the common stock at the commitment date. Under Canadian GAAP, the convertible debenture is bifurcated with a portion to debt and a portion to equity. The result of the convertible debentures recorded as debt have resulted in an decrease of $2,987 to the accretion expense as the entire amount of the convertible debenture is recorded as debt.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
9. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued) |
Research and Development
Under US GAAP, all costs incurred to establish technological feasibility of software are expensed as incurred. Costs subsequent to establishing technological feasibility are capitalized until the software is available for release to general customers. Under Canadian GAAP, development costs that meet generally accepted criteria for deferral are capitalized and amortized. The Company has not met the criteria of establishing technological feasibility under both Canadian and US GAAP and has not capitalized any development costs.
Under US GAAP, the measurement date for stock-based compensation to non-employees for goods or services rendered should be the earlier of the date on which the recipient completes performance or the date on which a performance commitment is reached. For measurement purposes, Canadian GAAP specifies the same two conditions under US GAAP described above and also lists a third condition, namely, the date at which the equity instruments are granted if they are fully vested and non-forfeitable at that date. In fiscal 2009 stock-based compensation recorded for 200,000 common shares issued to consultants for their services would be lower for US GAAP purposes by $19,000.
The impact of these differences is as follows:
Consolidated Statements of Operations and Comprehensive Loss |
| | | | | | |
| | Nine months ended July 31, | | | Years Ended October 31 | |
| | 2011 | | | 2010 | | | 2009 | |
| | | | | | | | | |
Net loss and comprehensive loss for the year /period– Canadian GAAP | | $ | (1,767,561 | ) | | $ | (2,977,117 | ) | | | (3,258,749 | ) |
Stock compensation expense | | | - | | | | - | | | | 19,000 | |
Accretion interest | | | 4,488 | | | | 1,073 | | | | - | |
Net loss and comprehensive loss for the year – US GAAP | | $ | (1,763,073 | ) | | $ | (2,976,044 | ) | | $ | (3,509,749 | ) |
| | | | | | | | | | | | |
Loss per share – Basic and diluted Canadian GAAP | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | (0.07 | |
Loss per share – Basic and diluted US GAAP | | $ | (0.02 | ) | | $ | (0.05 | ) | | $ | (0.07 | |
Weighted average number of common shares outstanding | | | 95,682,051 | | | | 61,292,998 | | | | 51,951,767 | |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
| | | |
Consolidated Statements of Cash-Flows |
| | Six months ended July 31, | | | Years Ended October 31 | |
| | 2011 | | | 2010 | | | 2009 | |
| | | | | | | | | |
Net loss for the period – Canadian GAAP | | $ | (1,767,561 | ) | | $ | (2,977,117 | ) | | $ | (2,445,485 | ) |
Adjustment for accretion interest for convertible debentures | | | 4,488 | | | | 1,073 | | | | - | |
Net loss for the year – US GAAP | | | (1,763,073 | ) | | | (2,967,044 | ) | | | (2,445,485 | ) |
Cash used in operating activities – Canadian & US GAAP | | | (1,398,899 | ) | | | (2,170,528 | ) | | | (2,445,485 | ) |
Cash provided by (used in) investing activities – Canadian & US GAAP | | | 300 | | | | (567,480 | ) | | | 238,984 | |
Cash provided by financing activities – Canadian & US GAAP | | | 2,824,325 | | | | 2,867,051 | | | | 1,994,069 | |
Effect of foreign exchange on cash | | | 6,128 | | | | (2,469 | ) | | | (39,360 | ) |
(Decrease) increase in cash during the year | | | 1,431,854 | | | | 126,574 | | | | (251,792 | ) |
Cash, beginning of year | | | 209,736 | | | | 83,162 | | | | 334,954 | |
Cash, end of period – US GAAP | | $ | 1,641,590 | | | $ | 209,736 | | | $ | 83,162 | |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
9. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)
| |
Consolidated Balance Sheets | |
| | | | | | |
| | July 31, 2011 | | | October 31, 2010 | |
Total assets – Canadian GAAP | | $ | 2,426,060 | | | $ | 1,165,093 | |
Technology rights – exchange amount | | | --- | | | | 202,000 | |
Total assets – US GAAP | | $ | 2,426,060 | | | $ | 1,367,093 | |
| | | | | | | | |
Total liabilities – Canadian GAAP | | $ | 420,096 | | | $ | 550,165 | |
Convertible debentures – accretion interest | | | (4,488 | ) | | | (1,073 | ) |
Convertible debentures – equity component | | | --- | | | | 11,564 | |
Total liabilities – US GAAP | | | 415,608 | | | | 560,656 | |
| | | | | | | | |
Share capital – Canadian GAAP | | | 18,379,991 | | | | 15,845,770 | |
Warrants | | | 2,193,432 | | | | 1,901,217 | |
Contributed surplus – Canadian GAAP | | | 3,232,067 | | | | 2,899,907 | |
Convertible debentures – equity component – Canadian GAAP | | | 11,564 | | | | 11,564 | |
Convertible debentures – equity component | | | (11,564 | ) | | | (11,564 | ) |
Convertible debentures equity – US GAAP | | | ---- | | | | - | |
| | | | | | | | |
Deficit – Canadian GAAP | | | (21,881,091 | ) | | | (20,043,530 | ) |
Accretion interest | | | 4,488 | | | | 1,073 | |
Technology rights | | | --- | | | | 202,000 | |
Deficit – US GAAP | | | (21,806,603 | ) | | | (19,840,457 | ) |
Total shareholders' equity – Canadian GAAP | | | 2,005,963 | | | | 614,928 | |
Total shareholders' equity – US GAAP | | | 1,998,887 | | | | 806,437 | |
| | | | | | | | |
Total liabilities and shareholders' equity – Canadian GAAP | | | 2,426,060 | | | | 1,165,093 | |
Total liabilities and shareholders' equity – US GAAP | | $ | 2,414,495 | | | $ | 1,367,093 | |
| | | | | | | | |
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
9. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued) |
| Impact of Recently Adopted Accounting Standards |
In October 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. ASU 2009-15 amends the accounting and reporting guidance for debt (and certain preferred stock) with specific conversion features or other options. ASU 2009-15 was effective January 1, 2010.
In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controller through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 was effective January 1, 2010.
New Accounting Standards
In October 2009, the FASB issued ASU2009-13, “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific evidence is not available, or estimated selling price if neither vendor-specific nor third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted.
In October 2009, the FASB issued ASU 2009-14, Software (Topic 985) - Certain Revenue Arrangements That Include Software Elements. ASU 2009-14 changes the accounting model for revenue arrangements that involve a combination of tangible products and software. Tangible products containing software components and non-software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue recognition guidance in ASC 985. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 with early adoption permitted.
TITAN TRADING ANALYTICS INC.
(Continued under the Laws of Alberta)
(Development Stage Company)
Notes to Consolidated Financial Statements
Nine months ended July31, 2011
(expressed in Canadian dollars)
Unaudited (Prepared by Management)
9. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (continued)
New Accounting Standards (continued)
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted.