FORM 10-QSB/A - AMENDMENT #1 TO QUARTERLY OR TRANSITIONAL REPORT UNDER
           SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report

         U.S. Securities and Exchange Commission Washington, D.C. 20549


                                  FORM 10-QSB/A
                                 (Amendment #1)

(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


                      For quarterly period ended January 31, 2004
                                                 ----------------

[]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934


                     For the transition period  from          to
                                                     ------      -----

                         Commission File Number: 0-25024
                                                 -------

                            TITAN TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

          NEW MEXICO                                     85-0206831
--------------------------------               ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


                 3206 Candelaria Road NE, Albuquerque, NM 87107
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (505) 884-0272
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


                                       N/A
--------------------------------------------------------------------------------
                    (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
                                                                       ---   ---

The number of shares of the registrant's common stock outstanding as of
February 27, 2004 was:    No Par Value Common                40,524,808

Transitional Small Business Format:       Yes          No   X
                                             -----        -----

<PAGE>

            PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.


                            Titan Technologies, Inc.
                                  BALANCE SHEET
                                January 31, 2004
                                    UNAUDITED

ASSETS
Current Assets
Cash                                                                $    37,881
                                                                    -----------

Property and Equipment, at cost
Furniture and fixtures                                                    3,077
Machinery                                                                 7,706
                                                                    -----------
                                                                         10,783
Less accumulated depreciation                                            (9,656)
                                                                    -----------
Net property and equipment                                                1,127
                                                                    -----------

Other Assets                                                                608
                                                                    -----------

                                                                    $    39,616
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                    $     1,248
Other accrued liabilities                                                 5,201
                                                                    -----------
Total Current Liabilities                                                 6,449
                                                                    -----------

Stockholders' Equity
Common stock - no par value; authorized, 50,000,000 shares;
  40,521,808 shares issued and 40,504,808 shares outstanding          3,290,582
Treasury stock, 17,000 shares, at cost                                     --
Accumulated (deficit)                                                (3,257,415)
                                                                    -----------
                                                                         33,167
                                                                    -----------

                                                                    $    39,616
                                                                    ===========

             See the accompanying notes to the financial statements.

                                        2
<PAGE>



                            Titan Technologies, Inc.
                             STATEMENT OF OPERATIONS
                     For The Three Months Ended January 31,
                                    UNAUDITED

                                                       2004            2003
                                                   ------------    ------------
REVENUES                                           $     55,000    $       --
                                                   ------------    ------------

COSTS AND EXPENSES
General and administrative                               71,909          66,131
Outside services                                         18,125          51,750
Depreciation                                                183             178
                                                   ------------    ------------
                                                         90,217         118,059
                                                   ------------    ------------

(Loss) from operations                                  (35,217)       (118,059)

Other income                                               --             6,480
                                                   ------------    ------------

(Loss) before income taxes                              (35,217)       (111,579)

Provision for income taxes                                 --              --
                                                   ------------    ------------
Net (loss)                                         $    (35,217)   $   (111,579)
                                                   ============    ============

Weighted average common shares outstanding -
   Basic and diluted                                 40,447,145      37,876,545
                                                   ============    ============

Basic and diluted (loss) per common share          $      (0.00)   $      (0.00)
                                                   ============    ============


             See the accompanying notes to the financial statements.

                                        3
<PAGE>


                            Titan Technologies, Inc.
                             STATEMENT OF OPERATIONS
                      For The Six Months Ended January 31,
                                    UNAUDITED

                                                       2004            2003
                                                   ------------    ------------
REVENUES                                           $     55,000    $       --
                                                   ------------    ------------

COSTS AND EXPENSES
General and administrative                              139,842         117,262
Outside services                                         18,990          60,750
Depreciation                                                366             355
                                                   ------------    ------------
                                                        159,198         178,367
                                                   ------------    ------------

(Loss) From Operations                                 (104,198)       (178,367)
                                                   ------------    ------------

Other income                                               --            13,650
                                                   ------------    ------------

(Loss) before income taxes                             (104,198)       (164,717)

Provision for income taxes                                 --              --
                                                   ------------    ------------
Net (loss)                                         $   (104,198)   $   (164,717)
                                                   ============    ============

Weighted average common shares outstanding -
   Basic and diluted                                 40,317,138      37,826,053
                                                   ============    ============

Basic and diluted (loss) per common share          $      (0.00)   $      (0.00)
                                                   ============    ============


             See the accompanying notes to the financial statements.

                                        4
<PAGE>


                            Titan Technologies, Inc.
                             STATEMENT OF CASH FLOWS
                      For the Six Months Ended January 31,
                                    UNAUDITED

                                                         2004            2003
                                                       ---------      ---------
Cash flows from operating activities
Net cash (used in) operating activities                $(135,098)     $(130,471)
                                                       ---------      ---------

Cash flows from investing activities
Net cash provided by investing activities                   --             --
                                                       ---------      ---------

Cash flows from financing activities
Proceeds from sale of common stock                        61,100        354,950
                                                       ---------      ---------
Net cash provided by financing activities                 61,100        354,950
                                                       ---------      ---------

Net increase (decrease) in cash                          (73,998)       224,479

Cash at beginning of period                              111,879         12,728
                                                       ---------      ---------

Cash at end of period                                  $  37,881      $ 237,207
                                                       =========      =========


             See the accompanying notes to the financial statements.

                                        5
<PAGE>


                            Titan Technologies, Inc.
                          Notes to Financial Statements
                                January 31, 2004
                                    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  consolidated  financial
statements  and notes  thereto,  included in the Company's Form 10-KSB as of and
for the two years ended July 31, 2003.


Note 2.  Earnings Per Share

The Company  calculates  net income (loss) per share as required by Statement of
Financial  Accounting  Standards  ("SFAS")  128,  "Earnings  per  Share."  Basic
earnings  (loss) per share is  calculated  by dividing net income  (loss) by the
weighted  average number of common shares  outstanding  for the period.  Diluted
earnings  (loss) per share is  calculated  by dividing net income  (loss) by the
weighted  average number of common shares and dilutive common stock  equivalents
outstanding.  During the periods  presented,  common stock  equivalents were not
considered, as their effect would be anti-dilutive.


Note 3.  Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.


The Company has experienced losses from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature.  For the
six months ended January 31, 2004 the Company incurred a net loss of $104,198.


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.

                                        6
<PAGE>

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.


Note 4.   Stockholders' Equity

During the period  ended  January 31, 2004 the company  sold  365,667  shares of
common stock for cash proceeds aggregating $61,100.


Note 5.  Licensing Agreements

On February 20, 2003 the Company entered into a license agreement for technology
related to tire  recycling  covering  the  following  territories;  the State of
Texas,  Austria,  and Brazil.  The  Agreement  called for  payments  aggregating
$1,000,000.  In addition, the company was entitled to a production royalty of $4
per ton on tires processed.


On June 4, 2003 the terms of the agreement were modified. Under the terms of the
modified  license  agreement  the  Company  is to receive  payments  aggregating
$2,000,000,  $10,000 of which was  received  as of April 30,  2003;  $990,000 of
which will be paid upon the licensor reaching certain  construction  milestones;
and $1,000,000 of which will be paid as production royalties.


As an enticement to enter into the license  agreement the Company will grant the
licensee a 5-year stock purchase warrant for 1,000,000 shares of common stock at
$0.30 per share upon the licensee  remitting a payment  aggregating  $330,000 to
the Company from achieving certain  construction  milestones.  As of the date of
this report the  construction  milestones  have not been met and the warrant had
not been granted.

As  of  December  17,  2003  a  group  of  Mexican   investors  paid  a  $55,000
non-refundable deposit for a licensing agreement for three tire recycling plants
to be built in  Mexico.  Under  the terms of the  agreement  the  Company  is to
receive a payment of $500,000.  $300,000 will be credited to the licensing  fee;
$100,000 for each of the three recycling  plants and the remaining  $200,000 for
an exclusive  license  agreement  for the  Republic of Mexico.  The terms of the
license agreement have not yet been finalized.

                                        7
<PAGE>

Note 6.  Subsequent event

Subsequent to January 31, 2004 the Company  issued 20,000 shares of common stock
for cash proceeds aggregating $3,000.


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 $22,580 to $139,842 for the six months ended January 31, 2004 compared
to the six months ended January 31, 2003 primarily due to the increase in wages.


As a result of activities by  management,  general and  administrative  expenses
increased $5,778 to $71,909 for the three months ended January 31, 2004 compared
to the three  months  ended  January 31, 2003  primarily  due to the increase in
wages.


As a result of activities by management,  outside  services  expenses  decreased
$41,760 to $18,990 for the six months ended January 31, 2004 compared to the six
months  ended  January 31, 2003  primarily  due to the  decrease in  engineering
services.


As a result of activities by management,  outside  services  expenses  decreased
$33,625 to $18,125 for the three months ended  January 31, 2004  compared to the
three months ended January 31, 2003 primarily due to the decrease in engineering
services.


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.

                                        8
<PAGE>

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.  Joint  venture
arrangements  in which the Company  would be involved in operation of plants are
also under  consideration.  The Company is  optimistic  that  recent  results in
producing  readily  marketable  activated  carbon from tire derived carbon black
enhances the  probability  that one or more U.S.  plants will be build using the
Company's  technology,  but there can be no  assurance  that the Company will be
successful in its U.S. licensing or joint venture effort or, if successful, what
the amount of the up-front payment or production royalties will be.


Financial Condition
-------------------

The  Company's  liquidity  decreased in the six months ended January 31, 2004 as
cash decreased by $73,998 since July 31, 2003. Operations used $135,098 compared
to the same period of the prior year in which operations used $130,471. Proceeds
from the sale of common stock were $61,100  during the six months ended  January
31, 2004 compared to $354,950 for the same period in 2003.


Management  has taken the following  steps in the past and will consider  taking
them again,  if necessary,  to address the financial and operating  condition of
the Company which it believes will be sufficient to provide the Company with the
ability to continue in existence.


Improve  marketing  efforts for recycling  plants and bring  plastics  recycling
technology to a marketable product.

                                        9
<PAGE>

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,  joint  ventures  or  sales of
additional  equity  securities  in  private  placements.   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

The Company maintains a system of internal  controls and procedures  designed to
provide reasonable  assurance as to the reliability of the financial  statements
and other disclosures included in this report. As of January 31, 2004, under the
supervision  and with the  participation  of our Chief  Executive  and Financial
Officer,  management  has  evaluated the  effectiveness  of the operation of our
disclosure  controls  and  procedures.  Based  on  that  evaluation,  the  Chief
Executive and Financial  Officer has concluded that our disclosure  controls and
procedures  were timely in alerting him to material  information  required to be
included in our periodic filings with the SEC.



(b) There were no changes in our internal control over financial  reporting that
occurred  during  the  quarter  ended  January  31,  2004 that  have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                                       10
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

At the date of this  report  there are no known  legal  proceedings  pending  or
judgments  against  the  Registrant  or against  any  director or officer of the
Registrant in their capacity as such.


Item 2.  Changes in Securities

During the six months  ended  January 31, 2004 the Company  sold common stock to
six investors,  each qualifying as an accredited  investor 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
------------                 ------------------------------------------
   10/02/03                     125,000                     $ 25,000
   10/31/03                      15,000                        2,250
   11/11/03                     133,333                       20,000
   11/19/03                      10,001                        1,500
   11/25/03                      34,000                        5,100
   12/01/03                      15,000                        2,250
   01/09/04                      33,333                        5,000
                             -----------                  -----------
                                365,667                     $ 61,100
                             ===========                  ===========



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.

                                       11
<PAGE>

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 Amended Certification  pursuant to Rule 13(a) or 15d-14(a)
                    under the Securities Exchange Act of 1934, as amended.


               32   Amended Certification pursuant to 18 U.S.C. Section 1350,
                    as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                    of 2002.


     (b)  Reports on Form 8-K.  State  whether any reports on Form 8-K have been
          filed  during the quarter for which this report is filed,  listing the
          items reported,  any financial  statements files, and the dates of any
          such reports.

                None

                                       12
<PAGE>

                                   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: May 13, 2004         /s/ Ronald L. Wilder
                           -----------------------------------------------------
                           Ronald L. Wilder, President, Chief Executive Officer,
                           Chief Financial Officer and Chief Accounting Officer.


                                       13