UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[XX] QUARTERLY REPORT UNDER SECTION13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended April 30, 2006
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[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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
of incorporation or organization) Identification No.)
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) Yes [] No [X]
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 44,594,692
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Transitional Small Business Format (Check One): Yes [] No [X]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Titan Technologies, Inc.
BALANCE SHEET
April 30, 2006
(UNAUDITED)
ASSETS
Current Assets
Cash $ 10,307
-----------
Property and Equipment, at cost
Furniture and fixtures 3,077
Machinery 7,706
-----------
10,783
Less accumulated depreciation (10,596)
-----------
Net property and equipment 187
-----------
Other Assets 609
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$ 11,103
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 8,077
Arbitration settlement payable 103,494
Other accrued liabilities 454
Deferred revenue 160,000
-----------
Total Current Liabilities 272,025
-----------
Stockholders' (Deficit)
Common stock - no par value; authorized, 50,000,000 shares;
44,361,359 shares issued and outstanding 3,689,932
Treasury stock, 17,000 shares, at cost --
Accumulated (deficit) (3,950,854)
-----------
(260,922)
-----------
$ 11,103
===========
See the accompanying notes to the financial statements.
2
Titan Technologies, Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended April 30,
(UNAUDITED)
2006 2005
------------ ------------
REVENUES -- $ 180,000
------------ ------------
COSTS AND EXPENSES
General and administrative 68,923 65,192
Outside services 5,810 485
Depreciation 27 108
Arbitration settlement costs 103,494 --
------------ ------------
178,254 65,785
------------ ------------
Income (loss) from operations (178,254) 114,215
------------ ------------
Provision for income taxes -- --
------------ ------------
Net income (loss) -$178,254 $ 114,215
============ ============
Weighted average common shares outstanding -
Basic and diluted 44,283,348 43,202,715
============ ============
Basic and diluted income (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 Nine Months Ended April 30,
(UNAUDITED)
2006 2005
------------ ------------
REVENUES -- $ 180,000
------------ ------------
COSTS AND EXPENSES
General and administrative 220,595 210,143
Outside services 30,305 6,690
Depreciation 80 322
Arbitration settlement costs 103,494 --
------------ ------------
354,474 217,155
------------ ------------
(Loss) from operations (354,474) (37,155)
------------ ------------
Provision for income taxes -- --
------------ ------------
Net (loss) ($ 354,474) ($ 37,155)
============ ============
Weighted average common shares outstanding -
Basic and diluted 44,161,648 42,209,043
============ ============
Basic and diluted (loss) per common share ($ 0.01) ($ 0.00)
============ ============
See the accompanying notes to the financial statements.
4
Titan Technologies, Inc.
STATEMENTS OF CASH FLOWS
For The Nine Months Ended April 30,
(UNAUDITED)
2006 2005
--------- ---------
Cash flows from operating activities
Net cash (used in) operating activities $ (84,463) $(224,061)
--------- ---------
Cash flows from investing activities
Net cash provided by investing activities -- --
--------- ---------
Cash flows from financing activities
Decrease in account payable - related party -- (25,000)
Proceeds from sale of common stock 38,600 201,900
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Net cash provided by financing activities 38,600 176,900
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Net (decrease) in cash (45,863) (47,161)
Cash at beginning of period 56,170 97,519
--------- ---------
Cash at end of period $ 10,307 $ 50,358
========= =========
See the accompanying notes to the financial statements.
..
5
Titan Technologies, Inc.
Notes to Financial Statements
April 30, 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
nine months ended April 30, 2006, the Company incurred a net loss of ($354,474)
and had working capital and stockholders' deficits of ($261,718) and ($260,922),
respectively, at April 30, 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.
6
Titan Technologies, Inc.
Notes to Financial Statements
April 30, 2006
(Unaudited)
Note 4. Stockholders' (Deficit)
During the nine months ended April 30, 2006, the Company sold 370,000 shares of
common stock for cash proceeds aggregating $38,600.
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.
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 nine months ended April 30, 2006 and
2005:
2006 2005
--------- ----------
Pro forma net (loss) $(354,474) $(131,655)
========= =========
Pro forma (loss) per share -
Basic and diluted $ (0.00) $ (0.00)
========= =========
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
deposit 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
Agreement terms.
The Company has re-opened negotiations on the above lapsed agreement. The
Company has received additional non-refundable deposits in the aggregate amount
of $160,000, which are shown as deferred revenue at April 30, 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.
7
Titan Technologies, Inc.
Notes to Financial Statements
April 30, 2006
(Unaudited)
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, 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 these financial statements, PPT Holding, Ltd. and its
predecessor have paid Titan a total of $340,000 of the total of $500,000,
leaving a total of $160,000 which was due by April 30, 2006.
Subsequent to April 30, 2006, PPT Holding, Ltd. paid Titan $160,000 as final
payment of the initial license deposits for the three plants and the exclusive
license for Mexico, subject to completion of the three plants.
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 estimates that royalty payments
will aggregate approximately $250,000 per year per plant at current market
prices for the usual by-products of steel, oil and carbon black, assuming the
processing of 150 tons of tires (approximately 15,000 average automobile tires)
per day. It is anticipated that the processing of 150, tons of tires per day
will yield approximately 5000 barrels of high grade fuel oil, approximately
90,000 pounds of carbon black, and 15 tons of carbon steel per day for each
facility.
Titan will also purchase a five percent (5%) ownership interest in PPT Holding,
Ltd. for $100,000, of which $75,000 has been paid to date.
PPT Holdings, Ltd. 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.
Note 6. 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 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.
8
Titan Technologies, Inc.
Notes to Financial Statements
April 30, 2006
(Unaudited)
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
was settled on May 18, 2006, by each party releasing the other, a termination of
the GST License Agreement as of May 17, 2006, and Titan paying the costs
incurred by GST to date in the amount of $103,494.
9
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 $10,452 to $220,595 for the nine months ended April 30, 2006 compared
to the nine months ended April 30, 2005 primarily due to the increase in legal
and accounting.
As a result of activities of management, outside services expenses increased
$23,615 to $30,305 for the nine months ended April 30, 2006 compared to the nine
months ended April 30, 2005.
As a result of activities by management, general and administrative expenses
increased $3,731 to $68,923 for the three months ended April 30, 2006 compared
to the three months ended April 30, 2005 primarily due to the increase in legal
and accounting.
As a result of activities of management, outside services expenses increased
$5,325 to $5,810 for the three months ended April 30, 2006 compared to the three
months ended April 30, 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, 2. $300,000 upon commencement
of construction, 3. $300,000 upon completion of construction and 4. $300,000
upon reaching full capacity.
10
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 total of $160,000
due by April 30, 2006.
Subsequent to April 30, 2006, PPT Holding, Ltd. paid Titan $160,000 as final
payment of the initial license deposits for the three plants and the exclusive
license for Mexico, subject to completion of the three plants.
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 estimates that royalty payments
will aggregate approximately $250,000 per year per plant at current market
prices for the usual by-products of steel, oil and carbon black, assuming the
processing of 150 tons of tires (approximately 15,000 average automobile tires)
per day. It is anticipated that the processing of 150, tons of tires per day
will yield approximately 5000 barrels of high grade fuel oil, approximately
90,000 pounds of carbon black, and 15 tons of carbon steel per day for each
facility.
Titan will also purchase a five percent (5%) ownership interest in PPT Holding,
Ltd. For $100,000, of which $75,000 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.
Financial Condition
- -------------------
The Company's liquidity decreased in the nine months ended April 30, 2006 as
cash decreased by $45,863 since July 31, 2005. Operations used $84,463 compared
to the same period of the prior year in which operations used $224,061. Proceeds
from the sale of common stock were $38,600 during the nine months ended April
30, 2006 compared to $201,900 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.
11
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 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.
12
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
was settled on May 18, 2006 by each party releasing the other, a termination of
the GST License Agreement as of May 17, 2006, and Titan paying the costs
incurred by GST to date, in the amount of $103,494.
Considering the settlement of the GST arbitration, there are no lawsuits either
threatened or pending at this time.
Item 2. Changes in Securities
During the nine months ended April 30, 2006 the Company sold common stock to
four 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
--------- ------------- --------------
09/14/04 170,000 $ 13,600
02/13/06 100,000 10,000
02/27/06 35,000 5,250
03/21/06 65,000 9,750
------------- --------------
370,000 $ 38,600
============= ==============
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.
13
(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: June 16, 2006 /s/ Ronald L. Wilder
----------------------------------------
Ronald L. Wilder, President,
Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer.
14