FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission Washington, D.C. 20549
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended October 31, 2005
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[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from______ to ________
Commission File Number: 0-25024
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TITAN TECHNOLOGIES, INC.
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(Exact name of small business issuer as specified in its charter)
NEW MEXICO 85-0206831
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3206 Candelaria Road NE, Albuquerque, NM 87107
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(Address of principal executive offices)
(505) 884-0272
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(Issuer's telephone number)
N/A
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(Former name, former address, and former
three-months, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by section
13 of 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
No par common 44,144,359
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Transitional Small Business Format: Yes [] No [X]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Titan Technologies, Inc.
BALANCE SHEET
October 31, 2005
(UNAUDITED)
ASSETS
Current Assets
Cash $ 88,480
-----------
Property and Equipment, at cost
Furniture and fixtures 3,077
Machinery 7,706
-----------
10,783
Less accumulated depreciation (10,542)
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Net property and equipment 241
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Other Assets 609
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$ 89,330
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 27,950
Other accrued liabilities 465
Deferred revenue 80,000
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Total Current Liabilities 108,415
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Stockholders' (Deficit)
Common stock - no par value; authorized, 50,000,000 shares;
44,161,359 shares issued and outstanding 3,664,932
Treasury stock, 17,000 shares, at cost --
Accumulated (deficit) (3,684,017)
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(19,085)
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$ 89,330
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See the accompanying notes to the financial statements.
2
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended October 31,
(UNAUDITED)
2005 2004
------------ ------------
$ -- $ --
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REVENUES
COSTS AND EXPENSES
General and administrative 71,677 66,082
Outside services 15,935 1,800
Depreciation 25 107
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87,637 67,989
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(Loss) from operations (87,637) (67,989)
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Provision for income taxes -- --
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Net (loss) $ (87,637) $ (67,989)
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Weighted average common shares outstanding -
Basic and diluted 44,061,207 41,143,928
============ ============
Basic and diluted (loss) per common share $ (0.00) $ (0.00)
============ ============
See the accompanying notes to the financial statements.
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Titan Technologies, Inc.
STATEMENTS OF CASH FLOWS
For The Three Months Ended October 31,
(UNAUDITED)
2005 2004
-------- --------
Cash flows from operating activities
Net cash provided by (used in) operating activities $ 18,710 $(70,510)
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Cash flows from investing activities
Net cash provided by investing activities -- --
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Cash flows from financing activities
Repayment of account payable - related party -- (25,000)
Proceeds from sale of common stock 13,600 15,000
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Net cash provided (used) by financing activities 13,600 (10,000)
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Net increase (decrease) in cash 32,310 (80,510)
Cash at beginning of period 56,170 97,519
-------- --------
Cash at end of period $ 88,480 $ 17,009
======== ========
See the accompanying notes to the financial statements.
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Titan Technologies, Inc.
Notes to Financial Statements
October 31, 2005
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information. They do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America 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 in the
accompanying unaudited financial statements. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year. For further information, refer to the financial statements and
notes thereto, included in the Company's Form 10-KSB as of and for the two years
ended July 31, 2005.
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
three months ended October 31, 2005 the Company incurred a net loss of $87,637
and had working capital and stockholders' deficits of $19,935 and $19,085,
respectively, at October 31, 2005. In addition the Company has no revenue
producing operations.
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 three months ended October 31, 2005 the company sold 170,000 shares
of common stock for cash proceeds aggregating $13,600.
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Titan Technologies, Inc.
Notes to Financial Statements
October 31, 2005
(Unaudited)
Effective October 30, 2004, the Company granted options to purchase 1,350,000
shares of its common stock to employees at an exercise price of $0.12 per share,
the fair market value of the stock at the date of the grant. The options are
exercisable over a five year period commencing on the grant date and continuing
through October 2009.
The effect of applying SFAS No. 123 pro forma net (loss) is not necessarily
representative of the effects on reported net income (loss) for future years due
to, among other things, the vesting period of the stock options and the fair
value of additional stock options in future years. The fair value of the options
granted is estimated at $.07 per option on the date of grant using the
Black-Scholes option pricing model with the following assumptions: no dividend
yield, volatility of 69%, a risk-free interest rate of 3%, and expected lives of
5 years from date of vesting.
For purposes of pro forma disclosure, the estimated fair value of the options is
charged to expense in the period that the options were granted. The Company's
pro forma information is as follows for the three months ended October 31, 2005
and 2004:
2005 2004
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Pro forma net (loss) $ (87,637) $(162,849)
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Pro forma (loss) per share -
Basic and diluted $ (.00) $ (.00)
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Note 5. Licensing Agreements
On April 2, 2004 and again 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 in Mexico. The Company had received a non-refundable
deposit of $180,000, which is recorded as deferred revenue at October 31, 2004.
Under the terms of the agreement, the Company was to receive a payment of
$500,000. $300,000 was to be credited to the licensing fee: ($100,000 for each
of the three initial recycling plants) and the remaining $200,000 for an
exclusive license agreement for the Republic of Mexico. This license agreement
has also terminated by its terms due to non-performance by the Licensee.
The Company has re-opened negotiations on the above lapsed agreement. The
Company has received an additional non-refundable deposit of $80,000, which is
recorded as deferred revenue at October 31, 2005.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
As a result of activities by management, general and administrative expenses
increased $5,595 to $71,677 for the three months ended October 31, 2005 compared
to the three months ended October 31, 2004 primarily due to the increase in
legal and accounting.
As a result of activities of management, outside services expenses increased
$14,135 to $15,935 for the three months ended October 31, 2005 compared to the
three months ended October 31, 2004, including $15,000 payable as a finder's fee
in connection with the $80,000 received from potential investors in the
recycling plants to be constructed in Mexico, as currently proposed.
With respect to existing plants constructed in Korea (not currently operating
because of financial failure of parent companies unrelated to the Company's
technology) and Taiwan (not currently operating because of the unavailability of
tires) using the Company's technology, no licensing fees or royalties have been
received by the Company. The Company is optimistic that royalties will be
received in the future from the operator/sub-licensee of the Taiwan plant, if it
should begin to operate again, but there can be no assurance that this will
occur or what the amounts will be.
In recent months, the Company has been concentrating its efforts on licensing
its technology in the United States because it believes that its tire recycling
technology has been proven at commercial scale through operation of the Asian
plants. Current discussions with prospective U.S. licensees involve payment of
an up-front licensing fee and on-going production royalties on a negotiated
basis, depending on the scope of the licensing agreement.
On April 2, 2004 and again 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 in Mexico. The Company had received a non-refundable
deposit of $180,000, which is recorded as deferred revenue at October 31, 2004.
Under the terms of the agreement, the Company was to receive a payment of
$500,000. $300,000 was to be credited to the licensing fee: ($100,000 for each
of the three initial recycling plants) and the remaining $200,000 for an
exclusive license agreement for the Republic of Mexico. This license agreement
has also terminated by its terms due to non-performance by the Licensee.
The Company has re-opened negotiations on the above lapsed agreement. The
Company has received an additional non-refundable deposit of $80,000, which is
recorded as deferred revenue at October 31, 2005.
Financial Condition
During the quarter ended October 31, 2005 the Company received a non-refundable
deposit of $80,000 from a group of Mexican investors as further payment for the
lapsed License Agreement for three plants and an exclusive license for the
Republic of Mexico. The Company continues to discuss the finalization of a new
License Agreement for Mexico that will replace the previously terminated
Agreement.
Future financing activities of the Copmany 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 from licensing activities in the near future.
7
The Company's liquidity increased in the three months ended October 31, 2005 as
cash increased by $32,310 since July 31, 2005. Operations used $61,290 compared
to the same period of the prior year in which operations used $71,510. Proceeds
from the sale of common stock were $13,600 during the three months ended October
31, 2005 compared to $15,000 for the same period in 2004. Need to discuss
financing activities
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 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 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. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in this report is recorded, processed,
accumulated and reported to management, including the principal executive and
financial officer to allow timely decisions regarding the required disclosure.
As of the end of the period covered by this report, Company's management, with
the participation of its principal executive and financial officer, performed an
evaluation of the effectiveness of the design and operation of these disclosures
controls and procedures. The principal executive and financial officer has
concluded that such disclosure controls and procedures are effective in ensuring
that required information is disclosed in the Company's reports.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the
evaluation date.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On May 17, 2005, the Company signed an exclusive License Agreement for North,
Central and South America with three individuals who subsequently formed GST,
LLC for the financing and construction of an initial 20 plants. Soon after
signing the agreement a dispute arose that still exists as of the date of this
report as to whether the lapse of Titan's patent for the liquid feed system that
was subsequently replaced by a new patent constituted a breach of the Agreement
and whether that provided GST the basis to fail to perform its obligations under
the License Agreement. Titan has taken the position that GST misrepresented its
ability or willingness to perform its obligations under the License Agreement
that constituted a breach of the agreement upon its signing. Titan terminated
the License Agreement on August 22, 2005.
Item 2. Changes in Securities
During the three months ended October 31, 2005 the Company sold common stock to
two investors, who qualify as an accredited investors within the meaning of Rule
501(a). The following table illustrates the dates of the transaction, the number
of shares and the proceeds from the sale.
Date Shares Issued Cash Received
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09/14/04 170,000 $ 13,600
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170,000 $ 13,600
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We relied on Section 4(2) of the Securities Act of 1933 for exemption from the
registration requirements of 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 the 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 carry a legend restricting
transfer of the securities represented.
Item 3. Defaults in 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 Rule 13(a) or 15d-14(a) under the
Securities Exchange Act of 1934, as amended.
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
(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 items
reported, any financial statements files, and the dates of any such reports.
None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date December 12, 2005
TITAN TECHNOLOGIES, INC.
/s/ Ronald L. Wilder
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Ronald L. Wilder, President, Chief Executive
Officer, Chief Financial Officer and Chief
Accounting Officer.
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