Titan 10-Q 2009 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[XX]	QUARTERLY REPORT PURSUANT TO SECTION13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended			April 30, 2009
or
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from			to
Commission file number		0-25024

TITAN TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
NEW MEXICO	85-0206831
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
3206 Candelaria Road NE, Albuquerque, NM 87107
(Address of principal executive offices)       Zip Code
(505) 884-0272
(Issuer's telephone number, including area code)
N/A
(Former name, former address, and former three-months, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 of 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    X     No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes []  No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company	X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 for the Exchange Act).
	Yes	No    X

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 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 X       No
SEC 1296 (02-08) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate  the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: June 14, 2009 No par common 48,893,777.

Titan Technologies, Inc.
Index to Quarterly Report on Form 10-Q
		Page
Cautionary Statement on Forward-Looking Statements		3
Part I.  FINANCIAL INFORMATION
Item 1.	Condensed Balance Sheets at April 30, 2009 (unaudited) and July 31, 2008	4
	Condensed Statements of Operations for the three months ended April 30, 2009	5
	and 2008  (unaudited)
	Condensed Statements of Operations for the nine months ended April 30, 2009	6
	and 2008  (unaudited)
	Condensed Statements of Operations for the nine months ended April 30, 2009	7
	and 2008 (unaudited)
	Notes to Condensed Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of	12
	Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	13
Item 4T.	Controls and Procedures	13
Part II.  OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits and Reports on Form 8-K	15
Signatures		15

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Titan Technologies, Inc.

Cautionary Statement on Forward-Looking Statements

The discussion in the Report on Form 10-Q, including the discussion in Item 2 of PART 1, contains forward- looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates and projections about the Company's business, based on management's current beliefs and assumptions made by management. Words such as "expects", "anticipates", "intends", "believes", "plans", "seeks", "estimates", and similar expressions or variations of these words are intended to identify such forward-looking statements.  Additionally, statements that refer to the Company's estimated or anticipated future results, sales or marketing strategies, new product development or performance or other non historical facts are forward-looking and reflect the Company's current perspective based on existing information.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.  Such risks, and uncertainties include those set forth below in Item 1 as well as previous public filings with the Securities and Exchange Commission.  The discussion of the Company's financial condition and results of operations included in Item 2 of PART 1 should also be read in conjunction with the financial statements and related notes included in Item 1 of PART 1 of this quarterly report. These quarterly financial statements do not include all disclosures provided in the annual financial statements and should be read in conjunction with the "Risk Factors" and annual financial statements and noted thereto included in the Company's Form 10-KSB for the year ended July 31, 2008 as filed with the Commission on  November 14, 2008.  The Company undertakes no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

Titan Technologies, Inc.
CONDENSED BALANCE SHEETS
ASSETS
	April 30, 2009
	(unaudited)			July 31, 2008
Current Assets
Cash	$	17,881		$	4,461
Other Assets		25,609			25,609
	$	43,490		$	30,070
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	120,049		$	14,752
Deferred revenue		470,000			470,000
Total Current Liabilities		590,049			484,752
Stockholders' (Deficit)
Common stock - no par value; authorized, 50,000,000 shares;
48,910,777 shares issued, 48,893,777 shares outstanding (April 30, 2009)
48,183,277 shares issued, 48,166,277 shares outstanding (July 31, 2008)		4,191,014			4,147,014
Treasury stock, 17,000 shares, at cost		-			-
Accumulated (deficit)		(4,737,573	)		(4,601,696	)
		(546,559	)		(454,682	)
	$	43,490		$	30,070

See the accompanying notes to the financial statements.

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Titan Technologies, Inc.
CONDENSED STATEMENTS OF OPERATIONS
For The Three Months Ended April 30, 2009 and 2008
(UNAUDITED)
	2009			2008
REVENUES	$	-		$	-
COSTS AND EXPENSES
General and administrative		58,119			68,785
Outside services		2,451			425
		60,570			69,210
(Loss) from operations		(60,570	)		(69,210	)
Provision for income taxes		-			-
Net (loss)	$	(60,570	)	$	(69,210	)
Weighted average common shares outstanding -
Basic and diluted		48,478,271			47,602,816
Basic and diluted income (loss) per common share	$	(0.00	)	$	(0.00	)

See the accompanying notes to the financial statements.

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Titan Technologies, Inc.
CONDENSED STATEMENTS OF OPERATIONS
For The Nine Months Ended April 30, 2009 and 2008
(UNAUDITED)
	2009			2008
REVENUES	$	100,000		$	-
COSTS AND EXPENSES
General and administrative		189,974			209,243
Outside services		45,903			4,706
Depreciation		-			53
		235,877			214,002
(Loss) from operations		(135,877	)		(214,002	)
Provision for income taxes		-			-
Net (loss)	$	(135,877	)	$	(214,002	)
Weighted average common shares outstanding -
Basic and diluted		48,362,312			46,836,988
Basic and diluted income (loss) per common share	$	(0.00	)	$	(0.00	)

See the accompanying notes to the financial statements.

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Titan Technologies, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
For The Nine Months Ended April 30, 2009 and 2008
(UNAUDITED)
	2009			2008
Cash flows from operating activities
Net cash (used in) operating activities	$	(30,580	)	$	(212,280	)
Cash flows from investing activities
Net cash provided by investing activities		-			-
Cash flows from financing activities
Proceeds from the sale of common stock		44,000			197,274
Net cash provided by financing activities		44,000			197,274
Net increase (decrease) in cash		13,420			(15,006	)
Cash at beginning of period		4,461			30,583
Cash at end of period	$	17,881		$	15,577

See the accompanying notes to the financial statements.

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Titan Technologies, Inc.

Notes to Condensed Financial Statements

April 30, 2009

(Unaudited)

Note 1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements of the Company included in the Company’s Form 10-KSB for the year ended July 31, 2008 as filed with the Commission on November 14, 2008.

Note 2.  Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards ("SFAS") 128, "Earnings per Share."  Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding.  During the periods presented, common stock equivalents were not considered, as their effect would be anti-dilutive.

Note 3.  Going Concern

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced losses from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the nine months ended April 30, 2009 the Company had a net loss of ($135,877) and had working capital and stockholders' deficits of ($572,168) and ($546,559), respectively, at April 30, 2009.  In addition, the Company has limited revenue producing operations (Note 5).

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Titan Technologies, Inc.

Notes to Condensed Financial Statements

April 30, 2009

(Unaudited)

The Company's ability to continue as a going concern is contingent upon its ability to secure financing and attain profitable operations. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in a highly regulated industry.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and  classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 4.  Stockholders' (Deficit)

During the nine months ended April 30, 2009, the Company sold 727,500 shares of common stock for cash proceeds aggregating $44,000.

The Company has a compensatory stock option plan.  Under the plan, the Company may grant options for up to 1,350,000 shares of common stock.  The Board of Directors shall determine the exercise price and term of the options. The options vest on the date granted. All options outstanding at April 30, 2009 were granted to employees or directors in the fiscal year ended July 31, 2005 and expire in the year ending July 31, 2015.

Summarized information relative to the Company's stock option is as follows:

	Number of Shares		Weighted Average Exercise Price
Outstanding at July 31, 2008		1,050,000	$	0.12
Granted		-		-
Exercised		-		-
Forfeited		-		-
Outstanding at April 30, 2009		1,050,000	$	0.12

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Titan Technologies, Inc.

Notes to Condensed Financial Statements

April 30, 2009

(Unaudited)

Note 5.  Licensing Agreements

On April 2, 2004, and as modified on October 30, 2004, the Company entered into an Agreement with a group of investors, to provide for the construction of three tire recycling plants to be built in Mexico. During the year ended July 31, 2005, the Company received a non-refundable deposit of $180,000, which was originally recorded as deferred revenue. Under the terms of the agreement, the Company was to receive a payment of $500,000.  $300,000 was to be credited to licensing fees, ($100,000 for each of the three initial recycling plants), and the remaining $200,000 for an exclusive right to license the Titan technology in Mexico. The original Agreement was extended from September 30, 2004 to March 31, 2005, whereupon it was terminated effective March 31, 2005, due to non-performance by the licensee. As more fully discussed below, the $180,000 previously paid to Titan under this agreement was recognized as revenue, and credit has been given to the successor investor, PPT Holding, Ltd. ("PPT"), in this amount.

Effective February 9, 2006, the Registrant executed a License Agreement with PPT, a Texas Limited Partnership and successor to the investor group discussed above, for the exclusive right to build recycling facilities in Mexico, utilizing Titan’s patented tire recycling technology (the “Mexican License”). The Agreement provides for the initial construction of three facilities within three years, commencing initially on or about September 15, 2006, which date has been verbally extended to the date on which PPT has obtained the necessary building permit for its first plant in Nuevo Laredo, Mexico, and has secured sufficient financing to commence construction of the plant. PPT has obtained the building permit for the first plant, but has not secured sufficient financing to commence construction.  Upon commencement of the construction of the first plant PPT will become obligated to pay Titan an initial installment of $300,000 of the remaining $900,000 for the license fee for the first plant.  The Agreement also calls for a $200,000 payment for the exclusive license, for PPT to utilize Titan's tire recycling technology in Mexico, which amount has been previously received, as stated above.

The Mexican License provides for a $1,000,000 license fee for each plant, payable as follows: (i) a deposit of $100,000 paid by April 30, 2006; (ii) $300,000 payable upon commencement of construction; (iii) $300,000 upon completion of construction; and (iv) $300,000 upon reaching full capacity.  During the year ended July 31, 2006, PPT and its predecessor paid Titan $320,000, and PPT received credit for the $180,000 previously paid by its predecessor. Therefore, the total initial $500,000 requirement, including the $300,000 deposit for the first three plants as well as $200,000 for the exclusive license for the Republic of Mexico, has been satisfied. An additional $50,000 was received during the fiscal year ended July 31, 2007.  Another $100,000 was received during the nine month period  ended April 30, 2009, which is included in deferred revenue.  Since construction has not yet commenced, the balance of the deposit of $470,000 is presented as deferred revenue at April 30, 2009.

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Titan Technologies, Inc.

Notes to Condensed Financial Statements

April 30, 2009

(Unaudited)

The Mexican License further provides that Licensee will pay Titan royalty payments equal to $4.00 per ton of tires processed in the recycling plants in Mexico after full capacity is reached.  Failure by PPT to make the required royalty payments for first three plants could result in Titan terminating the License Agreement and loss of the exclusive license for Mexico and all monies paid to date by PPT and its predecessor.

Additionally, Titan has agreed to purchase a seven percent (7%) ownership interest in PPT for $100,000, of which $75,000 was paid during fiscal 2005 pursuant to previous agreements that were subsequently deemed void.  Titan has been given credit for its previous payments, towards the purchase of its investment in PPT.  Since PPT is in the organizational stages, the final $25,000 paid in fiscal 2006 is presented as a deposit at April 30, 2009 and is included in other assets in the accompanying financial statements.

A prior agreement entered into with Ally Investment, LLP (“Ally”) has been terminated for lack of performance on the part of Ally.  The deposit of $100,000 previously reported as deferred income has now been recognized as income.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

The following narrative describes the financial condition of Titan Technologies, Inc.  (“we”, “our” or the “Company”) at April 30, 2009 and compares it to our financial conditions at fiscal year end July 31, 2008.  It also discusses our results of operations for the nine months ended April 30, 2009 and April 30 , 2008.  This discussion and analysis should be read in conjunction with the information contained in our annual report on Form 10-KSB for the fiscal year ended July 31, 2008, including the audited financial statements and notes included therein.  The financial statements included in this report, including our balance sheet at April 30, 2009, the statements of income for the three months and nine months ended April 30, 2009  and 2008  and our statements of cash flows for the nine months ended April 30, 2009 and 2008 are unaudited.

Results of Operations

As a result of activities by management, general and administrative expense decreased $19,269 to $189,974 for the nine months ended April 30, 2009 compared to the nine months ended April 30,  2008.

As a result of activities by management, general and administrative expense decreased $10,666 to $58,119 for the three months ended April 30, 2009 compared to the three months ended April 30, 2008.

As a result of activities by management, outside services expense increased $41,197 to $45,903 for the nine months ended April 30, 2009 compared to the nine months ended April 30, 2008.

As a result of activities by management, outside services expense increased $2,026 to $2,451 for the three months ended April 30, 2009 compared to the three months ended April 30, 2008.

Liquidity and Capital Resources

The Company's liquidity increased in the nine months ended April 30, 2009, as cash increased $13,420 since July 31, 2008.  Operations used $30,580 compared to the same period of the prior year in which operations used $212,280.  Proceeds from the sale of common stock were $44,000 during the nine months ended April 30, 2009 compared to $197,274 for the same period in 2008.

Future financing activities of the Company include primarily the sale of common stock.  The Company does not solicit purchasers of its common stock but believes past experience demonstrates that there will be sufficient unsolicited purchases of common stock to sustain the Company's cash flow needs, especially in light of the expected revenue form licensing activities in the future.

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Management has taken the following steps in the past and will consider taking them again, if necessary, to address the financial and operating condition of the Company which it believes will be sufficient to provide the Company with the ability to continue in existence:

Improve marketing efforts for recycling plants and bring plastics recycling technology and coal gasification to a marketable product.

Reduce operating and administrative expenses, and issue stock and notes payable, where possible for payment of expenses.

Defer payment of officer’s salaries, if required.

Management believes that these steps, if taken, will allow the Registrant to continue as a going concern together with results of on going efforts to raise working capital through licensing agreements, and joint ventures.  However, there are significant risks associated with the Registrant's business development and there can be no assurance that its efforts will be successful or that it will be able to raise sufficient working capital to survive as a going concern.

ITEM 3.   QUANTITATIVE  AND QUALIITATIAVE DISCLOSURES ABOUT MARKET RISKS

Not applicable

ITEM 4T.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.

Our Chief Executive and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information  required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal  executive and principal financial officer has concluded that our disclosure controls and procedures were effective as of April 30, 2009.

It should be noted that any system of internal controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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(b)  Changes in Internal Controls.

There were no changes in the Company’s internal control over financial reporting that occurred in the most recent fiscal quarter, that have materially affected or are likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting throughout the year.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended April 30, 2009, the Company sold common stock to three investors.  The following table illustrates the dates of the transactions, the number of shares and the proceeds of the sale.

Date	Shares Issued		Cash Received
9/08/08		125,000	$	10,000
0/01/08		62,500		5,000
04/08/09		240,000		12,000
04/09/09		200,000		12,000
4/19/09		100,000		5,000
		727,500	$	44,000

These securities were offered and sold without registration under the Securities Act of 1933 in reliance upon the exemption provided by Section 4(2) of the Securities Act, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

This Report on Form 10-Q is neither an offer to sell nor a solicitation of an offer to buy any of these securities.  This portion of this report is being filed pursuant to and in accordance with rule 135c under the Securities Act.

Each investor was furnished with information concerning our formation and operations, and had the opportunity to verify the information supplied and ask questions of Management. Additionally, we obtained a representation from each of the acquiring persons representing their intent to acquire the securities for the purpose of investment only, and not with a view toward the subsequent distribution thereof.  Each of the certificates representing the common stock carries a legend restricting transfer of the securities represented.

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Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits:  The following exhibits are filed with this report:

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Ronald L. Wilder dated April 8, 2009.

32.1 Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002 for Ronald L. Wilder, dated April 8, 2009.

(b)   Reports on Form 8-K.  State whether any reports on Form 8-K have been filed during the quarter for which this report is filed, listing the itemsreported, any financial statements files, and the dates of any such reports.   None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TITAN TECHNOLOGIES, INC.  (Registrant)
June 19, 2009	By:	/s/ Ronald L. Wilder
		Ronald L. Wilder, President, ChiefExecutive Officer, Chief Financial Officer and Chief Accounting Officer

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