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 June 30, 2000
Titan Trading Analytics Inc.
---------------------------------------------
(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
[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 31, 2000 By "Michael B. Paauwe"
Michael B. Paauwe, President
<PAGE>
June 30, 2000
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 revised Form 61, together with Schedules A, B
and C thereto, was mailed by pre-paid mail on June 30, 2000 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) 758-1138
Fax: (250) 758-1189
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission FORM 61
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ISSUER DETAILS | FOR QUARTER ENDED | DATE OF REPORT
NAME OF ISSUER | April 30, 2000 | (Y/M/D)
Titan Trading Analytics Inc | | 00/06/30
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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 | 250-758-8262
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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
"MICHAEL B. PAAUWE" | Michael B. Paauwe | 00/06/30
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DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED
"MICHAEL GOSSLAND" | Michael Gossland | 00/06/30
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<PAGE>
TITAN TRADING ANALYTICS INC.
(Incorporated under the laws of British Columbia)
CONSOLIDATED INTERIM BALANCE SHEET
APRIL 30, 2000 WITH COMPARATIVE FIGURES AT APRIL 30, 1999
ASSETS
Current Assets 2000 1999
Cash and short-term investments $ 920,604 $ 1,073,077
Accounts receivable 8,556 11,683
Prepaid expenses 16,863 1,236
----------- -----------
946,023 1,085,996
Software and systems development (net) 360,928 304,937
Capital assets (net) 44,699 56,998
----------- -----------
$ 1,348,650 $ 1,447,931
----------- -----------
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities $ 11,756 $ 7,154
----------- -----------
SHAREHOLDERS' EQUITY
Share capital $ 3,375,938 $ 2,802,962
Deficit (2,039,044) (1,362,185)
----------- -----------
$ 1,348,650 $ 1,447,931
----------- -----------
Approved by the Directors
"MICHAEL PAAUWE" Director
----------------------------
"MICHAEL GOSSLAND" Director
----------------------------
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
<PAGE>
TITAN TRADING ANALYTICS INC.
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS AND DEFICIT
FOR THE PERIOD FROM NOVEMBER 1, 1999 TO APRIL 30, 2000
WITH COMPARATIVE FIGURES FOR THE PERIOD FROM NOVEMBER 1, 1998
TO APRIL 30, 1999
Revenue
2000 1999
Software Sales $ 0 $ 31,438
Subscriptions 10,696 0
Trading Income 124 63,878
------------ ------------
$ 10,820 $ 95,316
------------ ------------
Expenses
Advertising, marketing and promotion 12,968 57,256
Amortization 42,095 44,850
Bank charges 1,528 805
Corporate Tax 0 500
Directors' fees 5,000 5,000
Foreign exchange loss 6,925 0
Investor relations 3,844 19,338
Management fees 57,475 32,800
Office 3,941 6,417
Professional fees 19,511 37,099
Rent 2,700 2,275
Salaries and benefits 112,144 76,918
System testing 0 28,155
Telephone 4,528 2,588
Travel 6,579 1,124
----------- ------------
279,238 315,125
----------- ------------
Interest and Other Income 4,755 18,022
Net loss for the period $ (263,663) $ (201,787)
Deficit beginning of period (1,775,381) (1,160,398)
----------- ------------
Deficit end of period $(2,390,044) $(1,362,185)
----------- ------------
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
<PAGE>
TITAN TRADING ANALYTICS INC.
CONSOLIDATED INTERIM STATEMENT OF CASH FLOW
FOR THE PERIOD FROM NOVEMBER 1, 1999 TO APRIL 30, 2000
WITH COMPARATIVE FIGURES FOR THE PERIOD FROM NOVEMBER 1, 1998
TO APRIL 30, 1999
2000 1999
Cash from operating activities
Net loss for the period $ (263,663) $ (201,787)
Item not involving cash
Amortization 42,095 44,850
---------- ----------
(221,568) (156,937)
Net change in non-cash working
capital balances (31,681) (29,563)
---------- ----------
(253,249) (186,500)
Cash used in investing activities
Acquisition of capital assets (3,787) (19,576)
Software & Systems development (156,343) (84,663)
---------- ----------
(160,130) (104,239)
Cash from financing activities
Share subscriptions received and
issuance of Common Shares 572,976 0
---------- ----------
Increase in cash during the period 159,597 (290,739)
Cash and short-term investments,
beginning of the period 761,007 1,363,816
---------- -----------
Cash and short-term investments,
end of period $ 920,604 $ 1,073,077
---------- -----------
See accompanying notes to the consolidated financial statements
PREPARED BY MANAGEMENT WITHOUT AUDIT
<PAGE>
Note to the Interim financial statements dated April 30, 2000:
Note 1. Interim financial statements:
The unaudited management prepared financial statements of Titan
Trading Analytics Inc. covering the six month period ended
April 30, 2000 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, 2000 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:
April 2000 April 1999
Amortization of software
and systems development $ 42,095 $ 44,850
Delivery 842 897
-------- --------
Cost of sales $ 42,937 $ 45,747
--------- --------
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, 2000 the weighted
average number of shares outstanding was 8,872,557. 3,000,000 of
that total are escrow shares. Therefore, under US GAAP, the loss
per share for the six month period ended April 30, 2000 is $(0.03)
per share (for the comparative six months ended April 31,1999, 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, 2000 are:
Revenue
Software sales $ 160,390
Subscriptions 10,696
Trading income 41,044
----------
212,130
----------
Expenses
Advertising, marketing and promotion 376,682
Amortization 499,579
Bank charges 9,785
Capital taxes 11,507
Consulting 30,000
Directors' fees 15,000
Foreign exchange loss 6,925
Investor relations 54,965
Management fees 309,027
Office 75,726
Professional fees 157,459
Rent 35,796
Research and development 266,020
Salaries and benefits 398,476
System testing 61,054
Telephone 29,701
Travel 91,866
----------
2,429,568
----------
(2,217,438)
Interest and other income 178,394
-----------
Net loss for the period and deficit
Accumulated during the development stage $(2,039,044)
-----------
<PAGE>
h) Development stage enterprise - continued
The Company's cash flows from incorporation on November 30, 1993
to April 30, 2000 are:
Cash flows from (used in) operating activities
Net loss for the period $(2,039,044)
Adjustments for:
Amortization 499,579
Foreign exchange gain (6,925)
-----------
(1,532,540)
Net change in non-cash working capital balances
Increase in accounts receivable (8,556)
Increase in prepaid expenses (167,863)
Increase in accounts payable and
accrued liabilities 11,756
-----------
Cash used in operating activities (1,546,203)
-----------
Cash flows used in investing activities
Software and system development (772,908)
Acquisitions of capital assets (121,724)
----------
Cash used in investing activities (902,206)
----------
Cash flows from (used in) financing activities
Share subscriptions received and issuance of
common shares 3,517,027
Share issue costs (141,089)
----------
Cash from financing activities 3,375,938
----------
Foreign exchange gain on cash held
in foreign currency (6,925)
----------
Net increase in cash during the period $ 920,604
----------
<PAGE>
British Columbia QUARTERLY REPORT
Securities Commission FORM 61
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ISSUER DETAILS | FOR QUARTER ENDED | DATE OF REPORT
NAME OF ISSUER | April 30, 2000 | (Y/M/D)
Titan Trading Analytics Inc | | 00/06/30
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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 | 250-758-8262
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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
"MICHAEL B. PAAUWE" | Michael B. Paauwe | 00/06/30
---------------------------------------------------------------------
DIRECTOR'S SIGNATURE | PRINT FULL NAME | DATE SIGNED
"MICHAEL GOSSLAND" | Michael Gossland | 00/06/30
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<PAGE>
TITAN TRADING ANALYTICS INC.
SCHEDULE B
SUPPLEMENTARY INFORMATION
PERIOD ENDED APRIL 30, 2000
<PAGE>
TITAN TRADING ANALYTICS INC.
Form 61 - Schedule B - Supplementary Information
For the Second Quarter ended April 30, 2000
1. For the current year to date:
Expenditures to parties not dealing at arm's length:
Management Fees of $108,833 as follows:
Management contracts: 1. Michael B. Paauwe & Associates - $54,333
2. Michael Gossland & Associates - $54,500
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 $2,500
2. Robert Shatzko $2,500
2. Securities issued for the quarter under review:
275,965 common shares
3. As at end of quarter:
a) Authorized share capital 100,000,000 common shares
Issued share capital 9,132,966 common shares
Reserved for future issuance 1,329,102 common shares
Fully diluted 10,462,068 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 20,000 $.90 July 2001
---------
825,000
Options Granted January 29, 1999
Greg Kennedy 72,852 $.85 January 2004
---------
Options Granted April 30, 2000:
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 6,250 $1.00 April 30, 2004
Jennifer Gee 10,000 $1.00 April 30, 2004
---------
431,250
Total Options Granted 1,329,102
----------
2) Warrants Outstanding
250,067 warrants $2.55 To May 19, 2001 $3.00 To Sept 19, 2001
c) Escrow shares - TTN Escrow Capital Corp. 3,000,000 common shares
d) Directors:
Michael Paauwe
Michael Gossland
Paul Shatzko
Robert Shatzko
<PAGE>
TITAN TRADING ANALYTICS INC.
SCHEDULE C
MANAGEMENT DISCUSSION
PERIOD ENDED APRIL 30, 2000
<PAGE>
TITAN TRADING ANALYTICS INC.
MANAGEMENT DISCUSSION - QUARTER ENDED APRIL 30, 2000
____________________________________________________________________
The six month period ended April 30, 2000 reflects fundamental changes
that took place in our immediate business plans, as we began to implement
our new Internet web site publication and online financial subscription
service, with the launch of the new web site at the end of February.
We remained in a beta test stage on the new web site during the quarter,
testing implementation and delivery of new Nasdaq and NYSE big cap stock
screening services, as well as our new online credit card e-commerce
capabilities. We started testing the new "Platinum Alert" for big cap
stocks and further developed the planned TitanGold stock screening service
for mid cap and smaller cap stocks. During the quarter and prior to any
scale up in advertising and marketing efforts, a decision was made to
install our own dedicated high speed web and email server, rather than
continue to host our planned services on a third party server platform.
The software development related to the switch to the new dedicated server
was completed in June 2000 and remains under test. This required the
postponement of the introduction of the planned TitanGold lower priced stock
screening service for e-traders, until September 2000.
The Board of directors was re-elected at the AGM on April 14th. We subsequently
we added to the working capital strength of the Company by contracting for an
unbrokered private placement of $550,147 to two placees, announced when funds
closed on May 1st. The placement was approved by the CDNX on May 19th and
completed on June 22, 2000. The proceeds of this important stock placement
are earmarked for advertising and marketing of the new online subscription
services. Proceeds of the stock placement had the effect of restoring net
working capital balances to over $920,000. The placement was completed during
a particularly difficult period in financial markets, following the severe
sell-off in the Nasdaq market that rocked capital markets starting in March
2000.
We continue to get feedback from subscribers during the period that will
enable improvements to our online subscription service. The accuracy of
our short term stock market timing calls and the real time performance
of the new advanced stock screening in the Platinum Alert service continues
to exceed initial expectations.
Analysis of financial results for the period:
6 months ended April 30th, 2000 compared to period ended April 30th 1999:
The loss for the six months ended April 30, 2000 was $263,663 compared to a
loss of 201,787 in the period ended April 30, 1999. Most of that increase
was attributed to a reduction in revenue, as software sales and trading
income ended and subscription income started, with the new online
subscription service. Revenues dropped to $10,820 from $95,316 in the
previous period. Total expenses dropped to $279,238 from $315,125 in the
comparable 1999 period.
Advertising, marketing and promotion expenses dropped to $12,968, compared
to $57,256 in the comparable period ended April 1999. There was a foreign
exchange loss of $6,925 in the period, compared to nil in the period ended
April 1999. Investor relations expense dropped to $3,844 from $19,338 in the
comparable period ended April 1999. Management fees increased to $57,475 in
the period compared to 32,800 reflecting increased contract rates. Professional
fees dropped to $19,511 from $37,099 in the comparable period ended April 1999
attributable to last year's work on the Form 20-F SEC application. Salaries
and wages increased to $112,144 from $76,918 in the period ended April 1999
due to increased staffing levels and increased compensation paid to employees
and managers of the company.
$156,343 was expended on software and systems development expenditures
compared to $84,663 in the comparable period ended April 1999. The
increase expenditure relates mainly to the costs associated with the
new web site and e-commerce software development.
Cash from financing activities totaled $572,976 from the combination of
the private placements announced during the period and stock options
exercised during the period. Cash and short term investments at the end
of the current period totaled $920,604, compared to $1,073,077 at the end
of April, 1999.
We have made significant progress during the current period to advance our
new business plans. After the quarter's end we completed all of the
documentation requirements to effect an application for NASD OTC BB listing.
US listing requirements and the approval process have been made more stringent
as the NASD has tightened up the requirements for market makers and applicants
alike, as regulations to improve the OTC market are being affected in the US.
While this has had the effect of delaying our US listing, ultimately this will
help the Company and our shareholders, as standards to protect investors take
effect on the OTC BB exchange.
Preparations are now finally underway to register with the SEC in the
United States as an Investment Adviser. This process will enable us to
more fully exploit our new trading system technology through the Internet.
We expect to complete this application during July 2000 and expect to get
approval within 45 days of the final application date. The completion of
all of the work in the US regulatory area will position Titan to deliver
on its efforts to develop a more high quality and wide ranging advisory
services for brokers, accredited investors and e-traders.
Disclaimer: Statements contained herein which are not historical fact may
be "forward-looking statements" that are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in
the forward-looking statements, including, but not limited to, delays in
testing and evaluation of products and other risks detailed from time to
time in the Company's filings in Canada and with the United States Securities
& Exchange Commission.
For more information in connection with this Management Discussion or the
financial statements, please contact Michael Paauwe, president, at
250-758 8262.
