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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 July 31 , 1999
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Titan Trading Analytics Inc.
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(Translation of registrant's name into English)
201 Selby Street, Nanaimo, British Columbia, V9R 2R2
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(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
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[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
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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.
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(Registrant)
Date December 22, 1999 By /s/ Michael B. Paauwe
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Michael B. Paauwe, President
*Print the name and title of the signing officer under his signature.
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TITAN
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TRADING ANALYTICS INC.
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December 23, 1999
To: Alberta Securities Commission
British Columbia Securities Commission
The Vancouver Stock Exchange
Dear Sirs:
Re: Titan Trading Analytics Inc. (the "Company")
We confirm that the attached revised Form 61, together with
Schedules A, B and C thereto, was mailed by pre-paid mail on
December 23, 1999 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.
/s/ JENNIFER GEE
PER:
Ms. Jennifer Gee, Chief Financial Officer
Tel: (250) 758-1138
Fax: (250) 758-1189
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British Columbia QUARTERLY REPORT
Securities Commission FORM 61
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ISSUER DETAILS | FOR QUARTER | DATE OF REPORT
NAME OF ISSUER | ENDED | (Y/M/D)
Titan Trading Analytics Inc. | July 31,1999 | 99/12/23
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ISSUER'S ADDRESS
3473 Ellis Place
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CITY PROVINCE | POSTAL | ISSUER FAX NO. | ISSUER TELEPHONE NO.
Nanaimo BC | CODE | 250-758-8322 | 250-758-8262
| V9T 4Y6 | |
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CONTACT PERSON | CONTACT'S POSITION | CONTACT TELEPHONE NO.
Jennifer Gee | Chief Financial Officer | 250-758-1138
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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 (Y/M/D)
/s/ MICHAEL B. PAAUWE | Michael B. Paauwe | 99/12/23
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DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED (Y/M/D)
/s/ MICHAEL GOSSLAND | Michael Gossland | 99/12/23
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TITAN TRADING ANALYTICS INC.
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(Incorporated under the laws of British Columbia)
CONSOLIDATED INTERIM BALANCE SHEET
JULY 31, 1999 WITH COMPARATIVE FIGURES AT JULY 31, 1998
ASSETS
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Current Assets 1999 1998
Cash and short-term investments $ 882,226 $ 1,504,057
Accounts receivable 4,382 7,910
Prepaid expenses 746 1,492
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887,354 1,513,459
Software and systems development (net) 305,212 294,267
Capital assets (net) 55,232 38,530
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$ 1,247,798 $ 1,846,256
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LIABILITIES
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Current Liabilities
Accounts payable and accrued liabilities $ 7,590 $ 57,966
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SHAREHOLDERS' EQUITY
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Share capital $ 2,802,962 $ 2,802,962
Deficit (1,562,754) (1,014,672)
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$ 1,247,798 $ 1,846,256
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Approved by the Directors
/s/ MICHAEL PAAUWE Director
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/s/ MICHAEL GOSSLAND Director
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See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
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TITAN TRADING ANALYTICS INC.
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CONSOLIDATED INTERIM STATEMENT OF OPERATIONS AND DEFICIT
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FOR THE PERIOD FROM NOVEMBER 1, 1998 TO JULY 31, 1999
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WITH COMPARATIVE FIGURES FOR THE PERIOD FROM
--------------------------------------------
NOVEMBER 1, 1997 TO JULY 31, 1998
---------------------------------
Revenue
1999 1998
Software Sales $ 38,921 $ 41,106
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$ 38,921 $ 41,106
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Expenses
Advertising, marketing and promotion 73,135 70,198
Amortization 67,275 56,737
Bank charges 1,400 1,853
Corporate tax 500 6,157
System testing 18,772 1,440
Directors fees 5,000 5,000
Foreign Exchange Loss 7,566 0
Investor relations 19,338 48,344
Management fees 50,144 48,960
Office 7,881 8,023
Professional fees 68,042 20,665
R & D expenses 47,304 3,516
Rent 3,375 3,588
Salaries and benefits 84,439 48,033
Telephone 4,091 2,855
Travel 7,180 19,046
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465,442 344,415
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Interest and Other Income 24,165 56,633
Net loss for the period $ (402,356) $ (246,676)
Deficit beginning of period (1,160,398) (767,996)
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Deficit end of period $(1,562,754) $(1,014,672)
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See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
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TITAN TRADING ANALYTICS INC.
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CONSOLIDATED INTERIM STATEMENT OF CASH FLOW
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FOR THE PERIOD FROM NOVEMBER 1, 1998 TO JULY 31, 1999
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WITH COMPARATIVE FIGURES FOR THE PERIOD
---------------------------------------
FROM NOVEMBER 1, 1997 TO JULY 31, 1998
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1999 1998
Cash from operating activities
Net loss for the period $ (402,356) $ (246,676)
Item not involving cash
Amortization 67,275 56,737
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(355,081) (189,939)
Net change in non-cash working
capital balances (21,338) 53,759
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(356,419) (136,180)
Cash used in investing activities
Acquisition of capital assets (20,797) (3,455)
Software & Systems development (104,374) (155,088)
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(125,171) (158,543)
Cash from financing activities
Share subscriptions received and
issuance of Common Shares 0 131,250
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Increase in cash during the period (481,590) (163,473)
Cash and short-term investments,
beginning of the period 1,363,816 1,667,530
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Cash and short-term investments,
end of period $ 882,226 $ 1,504,057
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See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
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Note to the Interim financial statements dated July 31, 1999:
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Note 1. Interim financial statements:
The unaudited management prepared financial statements of Titan
Trading Analytics Inc. covering the nine month period ended July
31, 1999 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 July 31, 1999 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 six month period is
comprised of:
July 1999 July 1998
Amortization of software and
systems development $ 67,275 $ 56,737
Delivery 1415 1265
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Cost of sales $ 68,690 $ 58,002
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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 which
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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 nine month period ended July 31, 1999 the
weighted average number of shares outstanding was 8,857,001
(July 31, 1998 - 8,840,751). 3,000,000 of that total are
escrow shares. Therefore, under US GAAP, the loss per share
for the nine month period ended July 31, 1999 is 6.9 cents
per share ( for the comparative six months ended July 31,
1998 the loss was 4.2 cents 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 July 31, 1999 are:
Revenue
Software sales $ 160,390
Trading income 70,607
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230,997
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Expenses
Advertising, marketing and promotion 361,002
Amortization 344,227
Bank charges 7,839
Capital taxes 11,507
Consulting 30,000
Directors' fees 5,000
Investor relations 51,226
Management fees 240,388
Office 61,665
Professional fees 126,220
Rent 31,047
Research and development 266,524
Salaries and benefits 248,672
System testing 70,001
Telephone 22,387
Travel 80,029
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1,962,734
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(1,731,737)
Interest and other income 168,983
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Net loss for the period and deficit accumulated
during the development stage $ (1,562,754)
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h) Development stage enterprise - continued
The Company's cash flows from incorporation on November 30,
1993 to July 31, 1999 are:
Cash flows from (used in) operating activities
Net loss for the period $ (1,562,754)
Adjustments for:
Amortization 344,227
Foreign exchange gain (61,114)
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(1,279,641)
Net change in non-cash working capital balances
Increase in accounts receivable (4,382)
Increase in prepaid expenses (747)
Increase in accounts payable and
accrued liabilities 7590
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Cash used in operating activities (1,277,180)
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Cash flows used in investing activities
Software and system development (579,161)
Acquisitions of capital assets (125,509)
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Cash used in investing activities (704,670)
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Cash flows from (used in) financing activities
Share subscriptions received and issuance of
common shares 2,944,051
Share issue costs (141,089)
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Cash from financing activities 2,802,962
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Foreign exchange gain on cash held in foreign currency 61,114
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Net increase in cash during the period $ 882,226
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TITAN TRADING ANALYTICS INC.
SCHEDULE B
SUPPLEMENTARY INFORMATION
PERIOD ENDED JULY 31, 1999
<PAGE>
TITAN TRADING ANALYTICS INC.
Form 61 - Schedule B - Supplementary Information
For the Third Quarter ended JULY 31, 1999
1. For the current year to date:
Expenditures to parties not dealing at arm's length:
Management Fees of $137,750 as follows:
Management contracts: 1. Michael B. Paauwe & Associates - $68,500
2. Michael Gossland & Associates - $69,250
These amounts, which include management bonuses, are
included in management fees, as well as in capitalized
amounts of software and systems during the period, reflected
under capital expenditures and subject to amortization.
Outside Directors' Fees: 1. Paul Shatzko NONE
2. Robert Shatzko NONE
2. Securities issued for the quarter under review: NONE
3. As at end of quarter:
a) Authorized share capital 100,000,000 common shares
Issued share capital 8,857,001 common shares
Reserved for future issuance 1,355,000 common shares
Fully diluted 10,212,001 common shares
b) Summary of options and warrants
1) Options granted February 1, 1997
Name No of Shares Per Shares Expiry Date
Michael B. Paauwe 195,000 $.90 July 2001
Michael Gossland 195,000 $.90 July 2001
Paul Shatzko 240,000 $.90 July 2001
Robert Shatzko 100,000 $.90 July 2001
John Austin 75,000 $.90 July 2001
Jennifer Gee 25,000 $.90 July 2001
Greg Kennedy 55,700 $.85 January 2004
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885,700
Options Granted January 29, 1999
Greg Kennedy 90,000 $.85 January 2004
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Options Granted July 31, 1999:
Michael B. Paauwe 150,000 $1.00 April 30, 2004
Michael Gossland 150,000 $1.00 April 30, 2004
Paul Shatzko 50,000 $1.00 April 30, 2004
Robert Shatzko 30,000 $1.00 April 30, 2004
John Austin 35,000 $1.00 April 30, 2004
Greg Kennedy 10,000 $1.00 April 30, 2004
Jennifer Gee 10,000 $1.00 April 30, 2004
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435,000
c) Escrow shares - TTN Escrow Capital Corp. 3,000,000 common shares
d) Directors: Michael Paauwe
Michael Gossland
Paul Shatzko
Robert Shatzko
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TITAN TRADING ANALYTICS INC.
SCHEDULE C
MANAGEMENT DISCUSSION
PERIOD ENDED JULY 31, 1999
<PAGE>
TITAN TRADING ANALYTICS INC
MANAGEMENT DISCUSSION - QUARTER ENDING JULY 31, 1999
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The nine month period ended July 31, 1999 was a difficult period
for the company, both financially and from a regulatory
standpoint. The loss for the nine months ended July 31, 1999 was
$402,356, an increase of $155,680 over the loss of $246,676
reported for the nine month period ended July 1998.
The combination of increased salaries and benefits from new
staffing, trading losses this quarter which offset previous year
to date gains, foreign exchange losses on US dollar denominated
accounts from a rising Canadian dollar, increased management and
professional fees, increased internet website research and
development expenses, all contributed to an increased loss for
this period over the same period last year.
On April 1, 1999 we publicly announced withdrawal from a
previously announced joint venture with a Vancouver based
brokerage firm, due to unexpected regulatory restrictions imposed
by the Vancouver Stock Exchange. That eight month development
project resulted in training, testing, legal, software
development, management and salary expenses of approximately
$60,000, without any direct financial benefit.
In addition to this loss, very slow progress has been made and
substantially increased expenditures to date have been incurred
in advancing a Form 20-F registration statement filing with the
United States Securities and Exchange Commission (SEC). The
difficulties of this SEC application to date appear to have been
due mainly to the legal and regulatory complexities and
implications associated with the nature of Titan's business and
its disclosed plans. The primary issue to be resolved with the
filing relates to whether or not Titan's past and present
activities or planned future services constitute activities as a
broker dealer, investment company or investment advisor under US
law. The company's professional advisors believe the issues will
be resolved to the satisfaction of the SEC in due course,
clearing the way for an NASD OTC Bulletin Board listing in the
US.
The initial Form 20-F registration statement was filed in January
1999, was withdrawn in March and refiled on June 27, 1999. As the
result of expanded disclosure changes and time delays from
uncleared deficiencies, the Form 20-F registration statement was
re-filed again on August 27th 1999. As at the date of this
Management Discussion, the Titan 20-F registration statement
filing has still not yet been accepted for registration by the
SEC and remains under review.
The combination of these two events is estimated to have cost the
company approximately $110,000 in total expenditures during the
period ended July 31, 1999. This also resulted in a diversion of
key management and staff resources away from the main development
and marketing activities of the Company and resulted in a
negative impact on and delayed implementation of the planned
Internet website subscription service, which is still in
development.
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Revenue from VirtualTrader software sales was $38,921 compared to
$14,106 during the period ended July 1998. While the product was
made Year 2000 compliant by the Company during the period
reported, we have not yet completed VirtualTrader software
compatibility with the new Omega TradeStation (TS) version 5.0.
Also there cannot be any assurance that we will accomplish TS 5.0
software compatibility due to the numerous changes made to TS 5.0
software by Omega since releasing TS version 4.0. This is
expected to negatively impact VT sales in the future.
Net year to date Trading Income of $22,360 reflects $67,086 in
trading losses in the last quarter resulting mainly from two back
to back currency trading losses in the Japanese Yen. The net
trading income to date of $22,360 was offset by $29,926 in
foreign exchange losses on US Dollar denominated trading accounts
from the rising Canadian dollar during the period, resulting in a
reported net foreign exchange loss of $7,566 in the income
statement.
Interest and other income dropped to $24,165 from $56,633 as cash
balances decreased during the period. Testing expenses associated
with the abandoned joint venture daytrading project amounted to
$18,772 compared to $1,440 in the same period ended July 1998.
Investor relations (IR) expenses dropped to $19,338 compared to
$48,344 in the same period. IR activities in the US were
curtailed during the period pending finalization and clearance of
Titan's US 20-F registration statement with the SEC.
Professional fees rose to $68,042 compared to $20,665 in the
corresponding period ended July 1998 due to the regulatory
related events described above. Research and development
expenses associated with potential new internet e-commerce
applications and website development activities during the period
totalled $47,304, compared to $3,588 in the same period ended
July 1998. Travel expenses dropped to $7,188 compared to $19,046
in the same period ended July 1998, as marketing and IR
activities were temporarily curtailed.
During the nine month period ended July 31, 1999, $104,374 was
invested in software and systems development and $20,797 was
invested in the acquisition of capital assets - mainly by
expenditures on updated computer hardware.
The cash loss for the nine month period ended July 31, 1999 was
$355,081 compared to $189,939 in the corresponding 1998 period
due to the combination of increased expenses during the period as
noted above. As at July 31, 1999 the Company had cash balances
of $882,226 and net working capital of $879,764.
Management is continuing its efforts to clear its Form 20-F
registration statement with the SEC and now expects to clear the
SEC registration process sometime near the end of the fiscal
period ended October 31, 1999.
The planned new internet stock market timing and stock screening
selection subscription service is now scheduled for launch in the
December 1999 - January 2000 time frame. Live testing of the
market timing component of the planned service on the company's
website during the period has
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been well received based on feedback received to date. See the
Daily Market Commentary at www.titantrading.com.
Year 2000 compliance was achieved during the period ended July
31, 1999 on Titan's Virtual Trader software product and on all
in-house trading software and systems. Management expects minimal
to no impact on internal operations from the Y2K problem.
For more information in connection with this Management
Discussion or the financial statements, please contact Michael
Paauwe, president at 250-758 8262.
