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 January 31, 2006
----------------
[] 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 []
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12,13, or 15 (d) of the Exchange Act after distribution of
securities under a plan confirmed by a court Yes [] No []
APPLICABLE ONLY TO CORPORATE ISSUERS
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
January 31, 2006
(UNAUDITED)
ASSETS
Current Assets
Cash $ 17,889
-----------
Property and Equipment, at cost
Furniture and fixtures 3,077
Machinery 7,706
-----------
10,783
Less accumulated depreciation (10,569)
-----------
Net property and equipment 214
-----------
Other Assets 609
-----------
$ 18,712
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 5,765
Other accrued liabilities 615
Deferred revenue 120,000
-----------
Total Current Liabilities 126,380
-----------
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) (3,772,600)
-----------
(107,668)
-----------
$ 18,712
===========
See the accompanying notes to the financial statements.
2
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended January 31,
(UNAUDITED)
2006 2005
------------ ------------
REVENUES $ -- $ --
------------ ------------
COSTS AND EXPENSES
General and administrative 79,995 78,869
Outside services 8,560 4,405
Depreciation 28 107
------------ ------------
88,583 83,381
------------ ------------
(Loss) from operations (88,583) (83,381)
------------ ------------
Provision for income taxes -- --
------------ ------------
Net (loss) $ (88,583) $ (83,381)
============ ============
Weighted average common shares outstanding -
Basic and diluted 44,144,359 41,764,129
============ ============
Basic and diluted (loss) per common share $ (0.00) $ (0.00)
============ ============
See the accompanying notes to the financial statements.
3
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For The Six Months Ended January 31,
(UNAUDITED)
2006 2005
------------ ------------
REVENUES $ -- $ --
------------ ------------
COSTS AND EXPENSES
General and administrative 151,672 144,951
Outside services 24,495 6,205
Depreciation 53 214
------------ ------------
176,220 151,370
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(Loss) from operations (176,220) (151,370)
------------ ------------
Provision for income taxes -- --
------------ ------------
Net (loss) $ (176,220) $ (151,370)
============ ============
Weighted average common shares outstanding -
Basic and diluted 44,102,783 41,728,409
============ ============
Basic and diluted (loss) per common share $ (0.00) $ (0.00)
============ ============
See the accompanying notes to the financial statements.
4
Titan Technologies, Inc.
STATEMENTS OF CASH FLOWS
For The Six Months Ended January 31,
(UNAUDITED)
2006 2005
--------- ---------
Cash flows from operating activities
Net cash (used in) operating activities $ (51,881) $(157,401)
--------- ---------
Cash flows from investing activities
Net cash provided by investing activities -- --
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Cash flows from financing activities
Decrease in account payable - related party (25,000) --
Proceeds from sale of common stock 13,600 130,900
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Net cash provided by financing activities 13,600 105,900
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Net (decrease) in cash (38,281) (51,501)
Cash at beginning of period 56,170 97,519
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Cash at end of period $ 17,889 $ 46,018
========= =========
See the accompanying notes to the financial statements.
5
Titan Technologies, Inc.
Notes to Financial Statements
January 31, 2006
(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
six months ended January 31, 2006, the Company incurred a net loss of $176,220
and had working capital and stockholders' deficits of $108,491 and $107,668,
respectively, at January 31, 2006. 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 six months ended January 31, 2006 the company sold 170,000 shares of
common stock for cash proceeds aggregating $13,600.
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.
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Titan Technologies, Inc.
Notes to Financial Statements
January 31, 2006
(Unaudited)
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 six months ended January 31, 2006:
2006 2005
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Pro forma net (loss) $(176,220) $ (245,850)
========= ===========
Pro forma (loss) per share -
Basic and diluted $ (.00) $ (.00)
========= ===========
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
deposits of $180,000, which was 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.
Accordingly, the previously deferred license fee associated with this agreement
has been recognized, effective March 31, 2005.
The Company later re-opened negotiations on the above lapsed agreement. The
Company received additional non-refundable deposits in the aggregate amount of
$120,000, which are shown as deferred revenue at January 31, 2006. Subsequent to
January 31, 2006, the Company received an additional deposit of $40,000.
Subsequent to January 31, 2006, the Registrant executed a License Agreement
effective February 9, 2006, with PPT Holding, Ltd., a Texas limited partnership,
("Licensee") for the exclusive right to build recycling facilities in the
Republic of Mexico utilizing Titan's patented tire recycling technology
("Agreement").
The Agreement provides for the initial construction of three facilities within
three years commencing on September 15, 2006. The license fee for each plant of
$1,000,000 will be payable as follows:
1. A deposit of $100,000 on or before April 30, 2006, being a portion of
the previously mentioned $500,000 (of which a total $340,000 has been
paid to date),
2. $300,000 upon commencement of construction,
3. $300,000 upon completion of construction, and
4. $300,000 upon reaching full capacity.
In addition, PPT Holding, Ltd. will pay Titan $200,000 for the exclusive right
to license Titan's tire recycling technology for tire recycling plants in Mexico
As of the date of this report, PPT Holding, Ltd. and its predecessor have paid
Titan a total of $340,000 of the total of $500,000, leaving a balance of
$160,000 due by April 30, 2006.
In addition the Agreement provides that Licensees 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.
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Titan Technologies, Inc.
Notes to Financial Statements
January 31, 2006
(Unaudited)
Titan will also purchase a Five Percent (5%) ownership interest in PPT Holding,
Ltd. for $100,000, of which $85,100 has been paid to date.
Licensee has indicated that the estimated cost of construction of each plant
will be between $15,000,000 and $20,000,000 and will be located in Nuevo Laredo,
Mexico where it intends to locate its first three processing stages (plants).
Failure by PPT Holding, Ltd. to make the required payments or commence
construction of the first three plants by the designated dates could result in
Titan terminating the License Agreement and loss of the exclusive license for
Mexico and all the money paid to date by PPT Holding, Ltd. and its predecessor
to date.
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 $6,721 to $151,672 for the six months ended January 31, 2006 compared
to the six months ended January 31, 2005 primarily due to the increase in legal
and accounting.
As a result of activities of management, outside services expenses increased
$18,290 to $24,495 for the six months ended January 31, 2006 compared to the six
months ended January 31, 2005.
As a result of activities by management, general and administrative expenses
increased $1,126 to $79,995 for the three months ended January 31, 2006 compared
to the three months ended January 31, 2005 primarily due to the increase in
legal and accounting.
As a result of activities of management, outside services expenses increased
$4,155 to $8,560 for the three months ended January 31, 2006 compared to the
three months ended January 31, 2005.
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.
The Registrant executed a License Agreement effective February 9, 2006, with PPT
Holding, Ltd., a Texas limited partnership, ("Licensee") for the exclusive right
to build recycling facilities in the Republic of Mexico utilizing Titan's
patented tire recycling technology ("Agreement").
The Agreement provides for the initial construction of three facilities within
three years commencing on September 15, 2006. The license fee for each plant of
$1,000,000 will be payable as follows:
1. A deposit of $100,000 on or before April 30, 2006, being a portion of
the previously mentioned $500,000 (of which a total $340,000 has been
paid to date)
2. $300,000 upon commencement of construction,
3. $300,000 upon completion of construction and
4. $300,000 upon reaching full capacity.
In addition, PPT Holding, Ltd. will pay Titan $200,000 for the exclusive right
to license Titan's tire recycling technology for tire recycling plants in
Mexico.
As of the date of this report, PPT Holding, Ltd. and its predecessor have paid
Titan a total of $340,000 of the total of $500,000, leaving a balance of
$160,000 due by April 30, 2006.
In addition the Agreement provides that Licensees 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.
Titan will also purchase a Five Percent (5%) ownership interest in PPT Holding,
Ltd. for $100,000, of which $85,100 has been paid to date.
Licensee has indicated that the estimated cost of construction of each plant
will be between $15,000,000 and $20,000,000 and will be located in Nuevo Laredo,
Mexico where it intends to locate its first three processing stages (plants).
Failure by PPT Holding, Ltd. To make the required payments or commence
construction of the first three plants by the designated dates could result in
Titan terminating the License Agreement and loss of the exclusive license for
Mexico and all the money paid to date by PPT Holding, Ltd. and its predecessor
to date.
A copy of the License Agreement was filed as Exhibit 10.22 to Registrant's
Report on Form 8-K filed on February 22, 2006 and incorporated hereto by
reference.
8
Financial Condition
The Company's liquidity decreased in the six months ended January 31, 2006 as
cash decreased by $38,281 since July 31, 2005. Operations used $51,881 compared
to the same period of the prior year in which operations used $157,401. Proceeds
from the sale of common stock were $13,600 during the six months ended January
31, 2006 compared to $130,900 for the same period in 2005.
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 from licensing activities in the near future.
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.
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 ("GST") 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.
9
On December 12, 2005, GST filed a Demand for Arbitration, claiming that Titan
allowing the lapse of one of its patents constituted a breach of the License
Agreement and caused GST damages. Titan answered that its filing of a
provisional patent in August 2005, that included the input system, constituted
both a cure of the breach, if any, and an improvement of Titan's Technology.
Titan also claims that GST's inability to perform was the real reason for the
failure of the License Agreement and not any action by Titan. The arbitration is
still in its early stages.
Item 2. Changes in Securities
During the six months ended January 31, 2006 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
---------- ----------------------------------
09/14/05 170,000 $ 13,600
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170,000 $ 13,600
========== ===========
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
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.
TITAN TECHNOLOGIES, INC.
Date March 17, 2006 /s/ Ronald L. Wilder
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Ronald L. Wilder, President,
Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer.
10