SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 30, 2002
Titan Trading Analytics Inc.
------------------------------------------------------
(Translation of registrant's name into English)
201 Selby Street, Nanaimo, British Columbia, V9R 2R2
-------------------------------------------------------
(Address of principal executive offices)
[indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
[indicate by check mark whether the registrant by
furnishing the information contained in this Form is also
thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.]
Yes No X
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Titan Trading Analytics Inc.
-------------------------------
(Registrant)
Date March 28,2002 By "Michael B. Paauwe"
----------------- ---------------------------
Michael B. Paauwe, President
July 28, 2002
To: Alberta Securities Commission
British Columbia Securities Commission
Canadian Venture Exchange
Dear Sirs:
Re: Titan Trading Analytics Inc. (the "Company")
We confirm that the attached BCFORM51-901F, together
with Schedules A, B and C thereto, was mailed by
pre-paid mail on July 28, 2002 to all of the registered
shareholders of the common shares of the Company and
all persons on the supplemental mailing list.
We are providing this material to you in compliance
with regulations made under the Securities Act.
Sincerely yours,
TITAN TRADING ANALYTICS INC.
"JENNIFER GEE"
PER:
Ms. Jennifer Gee, Chief Financial Officer
Tel: (250) 758-4954
Fax: (250) 758-1189
British Columbia QUARTERLY AND YEAREND REPORT
Securities Commission BCFORM51-901F
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ISSUER DETAILS | FOR QUARTER ENDED | DATE OF REPORT
NAME OF ISSUER | April 30, 2002 | (Y/M/D)
Titan Trading Analytics Inc | | 02/06/28
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ISSUER'S ADDRESS
3473 Ellis Place
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CITY PROVINCE | POSTAL | ISSUER FAX NO | ISSUER TELEPHONE NO.
| CODE | |
Nanaimo BC | V9T 4Y6 | 250-758-8322 | 250-758-4954
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CONTACT PERSON | CONTACT'S POSITION | CONTACT TELEPHONE NO
Jennifer Gee | Chief Financial Officer | 250-758-4954
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CONTACT EMAIL ADDRESS | WEBSITE ADDRESS
jgee@titantrading.com | www.titantrading.com
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CERTIFICATE
The three schedules required to complete this Quarterly Report are
attached and the disclosure contained therein has been approved by
the Board of Directors. A copy of this Quarterly Report will be
provided to any shareholder who requests it.
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DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED
"MICHAEL B. PAAUWE" | Michael B. Paauwe | 02/06/28
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DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED
"MICHAEL GOSSLAND" | Michael Gossland | 02/06/28
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TITAN TRADING ANALYTICS INC.
SCHEDULE A
SUPPLEMENTARY INFORMATION
PERIOD ENDED APRIL 30, 2002
TITAN TRADING ANALYTICS INC.
(Incorporated under the laws of British Columbia)
CONSOLIDATED INTERIM BALANCE SHEET
CURRENT QUARTER UNDER REVIEW, APRIL 30, 2002
WITH COMPARATIVES FIGURES AT APRIL 30, 2001
(CANADIAN DOLLARS)
ASSET
April October
2002 2001
----- -------
Current Assets
Cash and short-term investments $ 158,439 $ 375,417
Accounts receivable 4,091 3,813
Prepaid expenses 700 1,934
------------------------
163,229 381,164
Software and systems
development (net) 264,473 224,250
Capital assets (net) 35,526 42,490
------------------------
$ 463,229 $ 647,904
LIABILITIES
Current Liabilities
Accounts payable and accrued
Liabilities $ 30,328 $ 32,707
Share subscriptions receivable 0 0
------------------------
30,328 32,707
SHAREHOLDERS' EQUITY
Share capital $3,715,938 $3,715,938
Deficit (3,283,038) (3,100,741)
------------------------
$ 463,229 $ 647,904
-------------------------
Approved by the Directors
(signed) Michael Paauwe Director
(signed) Michael Gossland Director
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
TITAN TRADING ANALYTICS INC.
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS AND DEFICIT
CURRENT QUARTER UNDER REVIEW, APRIL 30, 2002
WITH COMPARATIVES FIGURES AT APRIL 30, 2001
(CANADIAN DOLLARS)
Revenue
Three months Six months
ended ended
2002 2001 2002 2001
-------------- --------------
Software licenses
and Subscriptions $ 9,347 $ 7,452 $ 26,336 $ 23,898
Trading Income 0 0 0 0
---------------------------------------------
$ 9,347 $ 7,452 $ 26,336 $ 23,898
Expenses
Advertising, marketing
and promotion 2,810 1,610 9,499 6,346
Amortization 26,405 25,045 44,408 50,089
Bank charges 595 523 1,409 1,352
Directors' fees 0 0 0 5,000
Foreign exchange loss 1,229 (105) 1,333 0
Investor relations 1,949 132 15,724 132
Management fees 13,425 15,750 24,975 31,500
Office 8,339 11,731 10,929 18,839
Professional fees 2,791 39,765 7,433 41,117
Rent 1,375 1,350 2,765 2,725
Salaries and benefits 38,865 34,319 79,598 83,911
System testing 7,567 0 7,567 0
Telephone 1,643 2,340 3,592 4,615
Travel 0 136 0 7,515
--------------------------------------------
$106,993 $ 132,596 $ 209,232 $ 253,277
Interest and
Other Income 152 4,008 600 8,627
Net loss for
the period (97,495) (121,136) (182,297) (220,752)
Deficit beginning
of period (3,100,741) (2,434,449) (3,100,741) (2,434,449)
------------------------------------------------
Deficit end
of period $(3,198,236)$(2,555,585)$(3,283,038)$(2,655,201)
------------------------------------------------
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
TITAN TRADING ANALYTICS INC.
CONSOLIDATED INTERIM STATEMENT OF CASH FLOW
CURRENT QUARTER UNDER REVIEW, APRIL 30, 2002
WITH COMPARATIVES FIGURES AT APRIL 30, 2001
(CANADIAN DOLLARS)
Three months Six months
ended ended
2002 2001 2002 2001
----------------- ----------------
Cash from operating
activities
Net loss for
the period $(97,495) $(120,686) $(182,297) $(220,752)
Item not involving
cash
Amortization 26,405 25,045 44,409 50,089
--------------------------------------------
(71,090) (95,941) (137,888) (170,663)
Net change in non-
cash working
capital balances (1,255) (5,805) (1,423) (11,325)
--------------------------------------------
(69,834) (101,446) (139,310) (181,988)
Cash used in investing
activities
Acquisition of
capital assets 0 (10,195) 0 (14,406)
Software & Systems
Development (39,689) (55,217) (77,668) (104,889)
---------------------------------------------
(39,689) (65,412) (77,668) (119,295)
Cash from financing
activities
Share subscriptions
received and Issuance
of Common Shares 0 128,000 0 340,000
---------------------------------------------
0 128,000 0 340,000
Increase in cash
during the period (109,52) (38,858) (216,978) 38,717
Cash and short-term
investments, beginning
of the period 375,417 610,398 375,417 610,398
---------------------------------------------
Cash and short-term
investments, end of
period $265,894 $571,540 $158,439 $649,115
---------------------------------------------
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
Notes to the Interim Financial Statements Ended APRIL 30, 2002:
Note 1. Interim financial statements:
The unaudited management prepared financial statements of Titan
Trading Analytics Inc. covering the nine month period ended April
2002 reflect all adjustments which are necessary to a fair
statement of results for the interim period presented, on a basis
consistent with prior periods reported.
Note 2. United States accounting principles:
This note summarizes the material variations in the accounting
principles; practices and methods between Canadian and United
States generally accepted accounting principles (GAAP) and how
these variations impact the financial statements.
a) Balance sheet
There are no differences between United States generally
accepted accounting principles and Canadian generally
accepted accounting principles that would result in
material changes to the balance sheet.
b) Short-term investments
Under United States generally accepted accounting
principles, short-term investments are recorded at market
value. At April 30, 2002 there were no differences between
the cost and the market value of the short-term
investments.
c) Escrow shares
Under United States generally accepted accounting
principles, the 3,000,000 common shares of the Company held
in escrow are considered contingent shares because the
conditions for issuance are not currently met and will not
be met by the mere passage of time. If these shares are
ever released from escrow, to the extent their fair market
value exceeds their issuance price, compensation expense
would be recognized at that time by the Company.
d) Cost of sales
Under United States generally accepted accounting
principles costs of sales are required to be separately
disclosed. The cost of sales for software sales and
trading income in the current and comparable prior interim
three-month period is comprised of:
Apr 2002 Apr 2001
Amortization of software and systems
Development $44,409 $42,095
Delivery 889 842
------- -------
Cost of sales $45,298 $42,937
e) Foreign currency translation
The application of the temporal method of foreign currency
translation used by the Company under Canadian generally
accepted accounting principles does not result in material
differences from United States generally accepted
accounting principles.
f) Loss per share
Under United States generally accepted accounting
principles (US GAAP), the loss per share is calculated on
the basis that the weighted average number of shares
outstanding during the year excludes shares that are
considered contingent shares. This means the 3,000,000
escrow shares are excluded from the calculation under US
generally accepted accounting principles. On that basis,
calculation of the loss per share for the current reporting
period under US generally accepted accounting principles is
as follows.
During the six month period ended April 30, 2002 the
weighted average number of shares outstanding was
9,812,966. 3,000,000 of that total are escrow shares.
Therefore, under US GAAP, the loss per share for the nine
months period ended April 30, 2002 is $0.02 per share (for
the comparative period ended April 30, 2001, the loss was
$0.02 per share).
g) Development stage enterprise
Under United States generally accepted accounting
principles the Company is considered to be a development
stage enterprise and all revenues and expenses and cash
flows from inception to the reporting date are to be
reported.
The Company's consolidated revenue and expenses from
incorporation on November 30, 1993 to April 30, 2002 are:
Revenue
Software licenses and subscriptions $ 254,125
Trading income 41,044
-----------
295,169
Expenses
Advertising, marketing and promotion 488,695
Amortization 883,309
Bank charges 14,995
Capital taxes 11,507
Consulting 30,000
Directors' fees 20,000
Financing fees 23,683
Foreign exchange loss 4,583
Investor relations 217,609
Management fees 455,787
Office 130,797
Professional fees 209,494
Rent 46,846
Research and development 372,043
Salaries and benefits 630,411
System testing 85,350
Telephone 47,474
Travel 107,269
-----------
3,779,852
-----------
(3,484,683)
Interest and other income 201,646
Net loss for the period and deficit
Accumulated during the development stage $(3,283,037)
The Company's cash flows from incorporation on November 30,
1993 to April 30, 2002 are:
Cash flows from (used in) operating activities
Net loss for the period $(3,283,038)
Adjustments for:
Amortization 883,310
Foreign exchange gain (17)
-----------
(2,399,745)
Net change in non-cash working
capital balances
Increase in accounts receivable (4,091)
Increase in prepaid expenses (700)
Increase in accounts payable and
accrued liabilities 30,328
-----------
Cash used in operating activities (2,374,208)
Cash flows used in investing activities
Software and system development (947,877)
Acquisitions of capital assets (235,432)
-----------
Cash used in investing activities (1,183,309)
Cash flows from (used in) financing activities
Share subscriptions received 0
Issuance of common shares 3,857,027
Share issue costs (141,089)
-----------
Cash from financing activities 3,715,938
Foreign exchange gain on cash held in
foreign currency 17
-----------
Net increase in cash during the period $ 158,439
h) Stock options
Under United States generally accepted accounting principles,
granting of stock options to directors, officers and employees
may give rise to a charge to income for compensation. The
company has prepared its financial statements in accordance with
APB 25 under which stock options are measured by the intrinsic
value method whereby directors, officers and employee
compensation cost is limited to the excess of the quoted market
price at date of grant over the option exercise price. Since the
exercise price was equal to or less than the quoted market price
at the dates the stock options were granted, there was no
compensation cost to be recognized.
3. Subsequent events
a) Stock Options Re-pricing
Pursuant to the provisions of the existing approved Stock
Option Plan of the Company, the following options has been
approved by the TSX on June 20, 2002 to have their exercise
price reduced from $0.61 to $0.25. There is no proposed
change in the Stock Option Plan to the existing vesting
period, nor is any change proposed in the existing term on
existing stock options.
Name of holder Stock Options expiry date
----------------------------------------------------------
Michael B. Paauwe 375,000 January 16, 2006
Michael Gossland 360,000 January 16, 2006
Paul Shatzko 140,000 January 16, 2006
John Austin 200,000 January 16, 2006
Jennifer Gee 30,000 January 16, 2006
---------
1,105,000
Titan Trading Analytics Inc.
Schedule B
Supplementary Information
For the period under review April 30, 2002
1. Analysis of expenses and deferred costs for the current year
to date:
Software and systems development
Cost - October 31, 2001balance $ 947,877
Current period - November 1, 2001to
April 30, 2002 77,668
------------
$ 1,025,545
Accumulated amortization -
October 31, 2000 balance $ (723,627)
Current period - November 1, 2001
to April 30, 2002 (37,445)
------------
$ (761,072)
Software and systems development (net) $ 264,473
2. Related party transactions as at April 30, 2002:
Expenditures to parties not dealing at arm's length made during
the year to date period:
Management contracts:
1. Michael B. Paauwe & Associates (a) $49,950
2. Michael Gossland & Associates (b) $45,000
These amounts are included in management fees expense, as well as
in capitalized amounts of software and systems during the period,
which are subject to amortization.
3. Securities issued and options granted during the period: NIL
4. Summary of securities as at the end of the reporting period
as at April 30, 2002:
Authorized share capital 100,000,000 common shares
Issued share capital 9,812,966 common shares
Options reserved for future issuance 1,515,000 common shares
Warrants reserved for future issuance 680,000 common shares
Fully diluted 12,007,966 common shares
Stock Options Granted as at April 30, 2002:
Name No of shares Per Share Expiry Date
under Options (old rate)
------------------------------------------------------------------
Michael B. Paauwe 430,000 $0.61 Jan 16, 2006
Michael Gossland 415,000 $0.61 Jan 16, 2006
Paul Shatzko 290,000 $0.61 Jan 16, 2006
Robert Shatzko 130,000 $0.61 Jan 16, 2006
John Austin 210,000 $0.61 Jan 16, 2006
Jennifer Gee 30,000 $0.61 Jan 16, 2006
John Austin 10,000 $0.50 May 8, 2006
----------
1,515,000
Summary of securities as at June 28, 2002:
Authorized share capital 100,000,000 common shares
Issued share capital 9,812,966 common shares
Options reserved for future issuance 1,835,000 common shares
Warrants reserved for future issuance 680,000 common shares
Fully diluted 12,327,966 common shares
Stock Options at June 28, 2002
Name No of shares Per Share Expiry Date
under Options (old rate)
------------------------------------------------------------------
Michael B. Paauwe 375,000 $0.25 Jan 16, 2006
Michael Gossland 360,000 $0.25 Jan 16, 2006
Paul Shatzko 140,000 $0.25 Jan 16, 2006
Robert Shatzko 100,000 $0.25 Jan 16, 2006
John Austin 200,000 $0.25 Jan 16, 2006
Jennifer Gee 60,000 $0.25 Jan 16, 2006
Roland Kreilein 190,000 $0.25 Jan 16, 2006
Edward Colson 190,000 $0.25 Jan 16, 2002
David Baird 190,000 $0.25 Jan 16, 2002
John Austin 10,000 $0.50 May 8, 2006
Linda Martin 20,000 $0.50 May 8, 2006
---------
1,835,000
Warrants Outstanding as at April 30, 2002:
550,000 warrants $0.61 To January 10, 2003
130,000 warrants $0.61 To January 28, 2003
-------
680,000 Total warrants
Escrow shares - TTN Escrow Capital Corp. 3,000,000 common shares
5) Directors:
Michael Paauwe
Michael Gossland
Paul Shatzko
John Austin
Edward Colson
Roland Kreilein
David Baird
Officers:
Michael Paauwe - President
Michael Gossland - Vice-President/Secretary
Jennifer Gee - Chief Financial Officer
TITAN TRADING ANALYTICS INC.
SCHEDULE C
SUPPLEMENTARY INFORMATION
PERIOD ENDED APRIL 30, 2002
TITAN TRADING ANALYTICS INC.
MANAGEMENT DISCUSSION - QUARTER ENDED April 30th, 2002
Our efforts in the last quarter were aimed at preparing our
MarketWatch products for release in an increasingly difficult
market environment. We are very excited at the recent progress on
our product development. By the end of June 2002 we have finally
got a high quality online version of our MarketWatch charting
program that can be released and distributed at a very
competitive pricing structure.
The next major steps are to start to conclude a series of content
sales and licensing negotiations, to establish channels of
distribution for the products and to complete a private placement
financing to be able to take these new products to market.
Analysis of financial results for the period:
--------------------------------------------
During the three month period ended April 30th, 2002, the loss
for the period was $97,495 compared to a loss of $121,136 for the
same period last year. Total expenses were $25,603 lower than in
the same period last year due to reduced staffing and management
costs.
Total income from the three months period was $9,347 compared to
$7,452 for the same period last year from Software licenses and
subscriptions.
$69,834 cash was used in operations during the period, compared
to $101,446 in the previous year. We spent $39,689 on software
development. Please refer to the Schedules attached for more
details.
Liquidity
---------
At the end of the period the Company had total assets of
$463,229, cash balances of $158,439 and net working capital of
$132,901. We are continuing to seek new equity financings and new
strategic partners to enable us to profit from our online
publications and the use of our trading software.
An improving economy in early 2002 has started to reduce the
economic uncertainty and business risk, however, capital
formation remains difficult in the current business environment.
In the event that the company is unable to complete addition
equity placements of its securities as planned and announced,
this would have an adversely material impact on our ability to
continue as a going-concern.
However, we remain confident in our current prospects and
opportunities and expect new progress on initiatives to improve
shareholder value very soon.
Michael Paauwe, President
Jennifer Gee, Chief Financial Officer
June 28th, 2002
* CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The discussion in this report contains forward-looking
statements. In some cases you can identify forward-looking
statements by terminology such as "may", "will", "should",
"could", "expects"," plans", "intends", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or
the negative of such terms and other comparable terminology. Our
forward-looking statements include, without limitation,
statements about our market opportunity, our strategies,
competition, expected activities and expenditures as we pursue
our business plan, and the adequacy of our available cash
resources. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or
achievements.
Titan remains a development stage company. The events of
September 11, 2001 caused stock market and economic conditions to
deteriorate and this has added significant additional unforeseen
risks to those factors previously and currently disclosed by the
Company. The information set forth in our SEC filings under the
headings "Description of Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations",
identify important additional risk factors that could materially
and adversely affect our actual results and performance. All
forward-looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary
statement. Moreover, neither we nor anyone else assumes
responsibility for the accuracy and completeness of such
statements. We undertake no obligation to publicly update any
forward-looking statements for any reason, even if new
information becomes available or other events occur in the
future.