TITAN TRADING ANALYTICS INC. CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31,1996 Collins Barrow Chartered Accountants Suite 800 1030 West Georgia Street Vancouver, Canada V6E 3B9 AUDITORS' REPORT To the Shareholders of Titan Trading Analytics Inc. We have audited the consolidated balance sheets of Titan Trading Analytics Inc. as at October 31, 1996 and 1995 and the consolidated statements of operations and deficit and changes in financial position for the years then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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, 1996 and 1995 and the results of its operations and changes in financial position for the years then ended in accordance with generally accepted accounting principles. As required by the Company Act (B.C.), we report that, in our opinion, these principles have been applied on a consistent basis. /S/ Collins Barrow CHARTERED ACCOUNTANTS Vancouver, Canada January 23, 1997 A member of Moores Rowland Collins Barrow An association of independent is a Partnership of accounting firms throughout the world Incorporated Professionals TITAN TRADING ANALYTICS INC. (Incorporated under the laws of British Columbia) CONSOLIDATED BALANCE SHEET OCTOBER 31, 1996 ASSETS 1996 1995 ------ ---- ---- Current assets Cash and short-term investments $ 1,590,589 $ 873,552 Accounts receivable 9,244 12,681 Prepaid expenses 13,238 39,285 ----------- --------- 1,613,071 925,518 ----------- --------- Software and systems development (note 3) 107,105 -- Capital assets (note 4) 56,617 51,720 ----------- --------- $ 1,776,793 $ 997,238 ----------- --------- LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 33,244 $ 22,798 ----------- --------- SHAREHOLDERS' EQUITY Share subscriptions received (note 5) 140,000 30,000 Share capital (note 5) 2,229,312 1,314,901 Deficit (625,763) (390,461) ----------- --------- 1,743,549 954,440 ----------- --------- $ 1,776,793 $ 977,238 ----------- --------- Approved by the Directors /S/ Michael Gossland, Director /S/ Michael Paauwe, Director See accompanying notes to the consolidated financial statements. TITAN TRADING ANALYTICS INC. CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT FOR THE YEAR ENDED OCTOBER 31,1996 1996 1995 ---- ---- Revenue Software sales $ 21,213 $ 11,165 Interest and other income 35,290 9,490 -------- -------- 56,503 20,655 -------- -------- Expenses Advertising, marketing and promotion 65,159 45,252 Amortization 37,228 11,104 Bank charges 1,811 768 Consulting fees -- 30,000 Demonstration and testing 57,934 6,633 Management fees 34,364 34,160 Office 10,118 12,735 Professional fees 8,669 12,587 Rent 6,330 5,715 Research and development (note 6) 7,436 154,809 Salaries and benefits 43,750 9,977 Telephone 5,060 3,434 Travel 13,946 8,884 --------- --------- 291,805 336,058 --------- --------- Net loss for the year (235,302) (315,403) Deficit, beginning of the year (390,461) (75,058) --------- --------- Deficit, end of the year $ (625,763) $ (390,461) --------- --------- Net loss per share for the year (note 8) $(.03) $(.78) ------ ------ See accompanying notes to the consolidated financial statements. TITAN TRADING ANALYTICS INC. CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION FOR THE YEAR ENDED OCTOBER 31,1996 1996 1995 ---- ---- Cash from operating activities Net loss for the year $ (235,302) $ (315,403) Item not involving cash Amortization 37,228 11,104 --------- --------- (198,074) (304,299) Net change in non-cash working capital balances 39,930 (32,020) --------- --------- (158,144) (336,319) --------- --------- Cash used in investing activities Acquisition of capital assets (19,295) (39,786) Software and system development (129,935) -- --------- --------- (149,230) (39,786) --------- --------- Cash from financing activities Share subscriptions received and issuance of common shares 1,165,500 1,168,900 Share issue costs (141,089) -- --------- --------- 1,024,411 1,168,900 --------- --------- Increase in cash during the year 717,037 792,795 Cash and short-term investments, beginning of the year 873,552 80,757 --------- --------- Cash and short-term investments, end of the year $ 1,590,589 $ 873,552 --------- --------- See accompanying notes to the consolidated financial statements. TITAN TRADING ANALYTICS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 1. General information The company develops and markets financial software systems. 2. Significant accounting policies a) Consolidation - The financial statements include the accounts of the company and of its wholly-owned subsidiary, Titan Trading Corp. b) Research and development - Research costs are expensed when incurred. Development costs are expensed when incurred unless a commercial product is developed for which adequate resources exist to market the product in which case they are capitalized as software and systems development. c) Software and systems development - Software and systems development costs are amortized on a straight line basis over a three year period from the commencement of production. d) Capital assets - Capital assets are recorded at cost and amortized at the following annual rates: Computer equipment - 30% declining balance Furniture and equipment - 20% declining balance Copyrights and trademarks - 20% straight line e) Foreign currency translation - Foreign currency transactions are translated using the temporal method, whereby: i) monetary items are translated at the rate of exchange in effect at the balance sheet date; ii) non-monetary items are translated at historical exchange rates; and iii) revenue and expense items are translated at the average rate of exchange for the year. 3. Software and systems development 1996 1995 ---- ---- Cost $ 129,935 $ -- Accumulated amortization (22,830) -- --------- ---------- $ 107,105 $ -- --------- ---------- Software and system development cost is comprised of: Computer services $ 5,800 Contract services 94,250 Other 15,585 Rent 4,200 Salaries 10,100 --------- $ 129,935 --------- TITAN TRADING ANALYTICS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31,1996 4. Capital assets 1996 -------------------------------------- Accumulated Cost Amortization Net -------- ------------ --------- Computer equipment $ 68,376 $ 25,829 $ 42,547 Copyrights and trademarks 10,000 2,000 8,000 Furniture and equipment 7,808 1,738 6,070 -------- -------- --------- $ 86,184 $ 29,567 $ 56,617 -------- -------- --------- 1995 -------------------------------------- Accumulated Cost Amortization Net -------- ------------ --------- Computer equipment $ 52,643 $ 14,345 $ 38,298 Copyrights and trademarks 10,000 -- 10,000 Furniture and equipment 4,246 824 3,422 -------- ------------ --------- $ 66,889 $ 15,169 $ 51,720 -------- ------------ --------- 5. Share capital 1996 1995 Authorized ---- ---- 100,000,000 common shares, without par value Issued 8,416,001 (1995 - 4,114,001) common shares $ 2,229,312 $ 1,314,901 ----------- ----------- During the year the company issued 1,302,000 common shares for $1,025,500 and issued 3,000,000 common shares for $30,000 pursuant to share subscriptions received in 1995. During 1995 the company issued 4,114,000 common shares for $1,314,900. The following options and warrants remain outstanding: Directors, officers and employee stock options for 830,000 common shares exercisable at $.90 per share to July 2001. Warrants for 125,000 common shares exercisable at $.90 per share to July 1997 and $1.05 per share to July 1998. The 3,000,000 common shares issued during the year are held in escrow with their release being subject to regulatory approval. TITAN TRADING ANALYTTCS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 5. Share capital - continued Subsequent to October 31, 1996 the company issued 316,000 common shares and 158,000 share purchase warrants for $442,400. The share purchase warrants are exercisable at a price of $1.50 per share to December 1997 and at $1.75 per share to June 1998. $140,000 of the share subscriptions was received prior to October 31, 1996. 6. Research and development 1996 1995 ---- ----- Computer services and software $ -- $ 10,709 Contract services 6,250 115,000 Other 1,186 19,500 Product research -- 6,100 Rent -- 3,500 ------- --------- $ 7,436 $ 154,809 ------- --------- 7. Income taxes The financial statements do not reflect the potential tax reductions which may be available through the application of losses of $597,000 carried forward against future years' earnings otherwise subject to income taxes. The losses expire as follows: 2001 $ 65,000 2002 314,000 2003 218,000 -------- $597,000 -------- 8. Loss per share The loss per share is calculated on the basis of the weighted average number of shares outstanding during the year. TITAN TRADING ANALYTICS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 31, 1996 9. Related party transactions Included in the statement of operations and deficit are the following transactions with officers and directors and related individuals: 1996 1995 ---- ---- Expenses Consulting fees $ -- $ 30,000 Management fees $ 34,032 $ 32,600 Office $ -- $ 2,300 Rent $ 4,200 $ 4,200 Research and development $ 6,250 $ 57,500 Software and systems development includes $98,450 of amounts paid to officers and directors. Share issue costs include $18,000 paid to an officer and director. During 1995 the company purchased copyrights, trademarks, and other rights under an agreement for $20,000 from a director. At October 31, 1996 $3,515 (1995 - $6,427) due to officers and directors is included in accounts payable and accrued liabilities. The company has entered into written contract services agreements with officers requiring the company to pay aggregate monthly fees of not less than $12,000 to November 1998 and additional amounts if not renewed at that time. 10. Comparative figures The comparative figures have been restated where applicable to conform with the current year's presentation.