<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the Quarterly Period Ended May 31, 2003

                                         OR

[ ] TRANSITION REPORT PURSUTAN TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the period                        to
                     ---------------------    ---------------------

                        COMMISSION FILE NUMBER: 000-32847

                         VENTURES-NATIONAL INCORPORATED
                         ------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              UTAH                                               87-0433444
              ----                                               ----------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          44358 OLD WARM SPRINGS BLVD.
                         FREMONT, CALIFORNIA 94538-6148
          (Address of Principal Executive Offices, Including Zip Code)

       REGISTRANT'S TELEPHONE NUMBER (INCLUDING AREA CODE): (510) 824-1200

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No []

     Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [x]

Number of shares of common stock, $0.001 par value, outstanding at July 1, 2003:
14,458,751


<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)
                                TABLE OF CONTENTS

                                                                           Page
PART I.   FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements                                    3
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations
Item 3.  Controls and Procedures                                             15
                                                                             34
PART II.  OTHER INFORMATION
Item 1.  Legal Proceedings                                                   35
Item 2.  Changes in Securities and Subsequent Events                         36
Item 6.  Exhibits and Reports on Form 8-K                                    36
Signatures                                                                   37
Certifications                                                               38



                                      - 1 -
<PAGE>

                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)

                                   FORM 10-QSB

                              FOR THE QUARTER ENDED

                                  MAY 31, 2003

                           FORWARD-LOOKING INFORMATION

Statements   in  this  report   concerning   the  future   revenues,   expenses,
profitability,   financial  resources,   product  mix,  market  demand,  product
development and other statements in this report concerning the future results of
operations,  financial condition and business of Ventures-National  Incorporated
are  "forward-looking"  statements as defined in the  Securities Act of 1933 and
Securities  Exchange Act of 1934.  Investors  are  cautioned  that the Company's
actual results in the future may differ  materially  from those projected in the
forward-looking  statements  due to risks and  uncertainties  that  exist in the
Company's operations and business environment,  including competition,  need for
increased acceptance of products,  ability to continue to develop and extend our
brand identity, ability to anticipate and adapt to a competitive market, ability
to  effectively  manage  rapidly  expanding  operations,  amount  and  timing of
operating costs and capital expenditures  relating to expansion of our business,
operations and  infrastructure,  ability to provide superior  customer  service,
dependence  upon key personnel and the like.  The Company's  most recent filings
with the Securities  and Exchange  Commission,  including  Form 10-KSB,  contain
additional  information  concerning  many of these risk  factors,  and copies of
these filings are available from the Company upon request and without charge.










                                      - 2 -
<PAGE>

                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                  MAY 31, 2003
                                   (UNAUDITED)

                                     ASSETS

Current assets:
  Cash and cash equivalents                                        $    221,648
  Accounts receivable, net                                            1,932,378
  Inventory                                                             342,601
  Prepaid expenses and other current assets                              97,317
                                                                  -------------
    Total current assets                                              2,593,944
Equipment and improvements, net                                       3,064,846
Intangible assets, net                                                  113,790
Other assets                                                            177,577
                                                                  -------------
    Total assets                                                  $   5,950,157
                                                                  =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long term debt                                $    193,335
  Current portion of capitalized lease obligations                      155,373
  Short term debt                                                       282,060
  Loans and notes payable, including $680,000
    to related parties                                                1,541,640
 Due to related parties                                                   9,660
  Accounts payable - trade                                            1,341,506
  Accrued liabilities                                                   628,633
                                                                  -------------
    Total current  liabilities                                        4,152,207
Long-term debt, net of current portion                                  437,436
Long-term capitalized lease obligations,  net of current portion        287,437
                                                                  -------------
Total liabilities                                                     4,877,080
Stockholders' equity:
  Common stock, $0.001 par value,
  950,000,000 shares authorized; 14,343,751 issued and
  outstanding                                                            14,344
  Additional paid-in capital                                          6,371,990
  Deferred compensation                                                 (37,500)
  Accumulated deficit                                                (5,275,757)
                                                                  -------------
    Total stockholders' equity                                        1,073,077
                                                                  -------------
     Total liabilities and stockholders' equity                    $  5,950,157
                                                                  -------------


    The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                      - 3 -
<PAGE>

                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>

<CAPTION>
                                          THREE MONTHS ENDED                NINE MONTHS ENDED

                                        5/31/03        5/31/02            5/31/03       5/31/02
                                        -------        -------            -------       -------

<S>                                   <C>             <C>              <C>             <C>
Net sales                             $  3,270,645    $2,300,529       $  7,614,529    $6,382,026
Cost of sales                            2,937,298     1,954,434          7,036,976     5,497,372
                                     -------------    ----------       -------------   ----------
Gross profit                               333,347       346,095            577,553       884,654

Sales and marketing                        368,527       224,960            921,649       653,475
General and administrative                 593,153       200,649          1,195,197       750,772
Merger costs                               326,250             -          1,354,595             -
Non-recurring cost                         248,131             -            461,414        32,103
                                     -------------    ----------       -------------   ----------
Loss from operations                    (1,202,714)      (79,514)        (3,355,302)     (551,696)

Interest income/(expense), net            (185,050)      (73,951)          (299,155)     (229,766)
Other income/(expense), net                  1,808        14,994              87,251       17,334
                                     -------------    ----------       -------------   ----------
Loss before income taxes                (1,385,956)     (138,471)         (3,567,206)    (764,128)

Provision for income taxes                       -             -                   -            -
                                     -------------    ----------       -------------   ----------

Net loss                              $ (1,385,956)   $ (138,471)      $ (3,567,206)   $ (764,128)
                                      =============   ===========      =============   ===========


Net loss per share:
   Basic and Diluted                      $  (0.10)     $  (0.02)          $  (0.30)     $  (0.12)
                                          =========     =========          =========     =========

Weighted average number of
shares outstanding:
   Basic and Diluted                     14,187,708     6,600,000         11,707,797     6,600,000
                                         ----------     ---------         ----------     ---------
</TABLE>





    The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                      - 4 -
<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
                                                                NINE MONTHS ENDED
<CAPTION>
                                                                 5/31/03           5/31/02
                                                                 -------           -------
<S>                                                             <C>                   <C>
Cash flows from operating activities:
  Net loss                                                    $(3,567,206)          $(764,128)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
Amortization of non-cash financing costs                           80,000                   -
Issuance of stock for consulting services                       1,000,693                   -
    Depreciation                                                  297,466             323,134
    Amortization                                                   11,642               4,336
    Changes in operating assets and liabilities:
      Accounts receivable                                        (694,628)            (56,101)
      Inventory                                                     1,711             142,474
      Prepaid expenses and other current assets                     7,775              54,436
      Other assets                                                (78,518)            (31,642)
      Accounts payable                                            755,833             406,150
      Accrued liabilities                                         152,529             (92,232)
                                                           ---------------       ------------
        Net cash used in operating activities                  (2,032,703)            (13,573)

Cash flows from investing activities:
  Acquisition, net of cash acquired                              (500,000)           (248,090)
  Investments in Coesen Inc.                                       (5,000)                  -
  Capital expenditures                                           (427,254)           (130,854)
                                                            -------------        ------------
        Net cash used in investing activities                    (932,254)           (378,944)

Cash flows from financing activities:
  Borrowings on short-term debt                                   282,060             367,370
  Borrowings from related parties                                 767,402             233,488
  Borrowings on long-term debt                                    400,000                   -
  Payments of long-term debt                                      (24,301)           (264,309)
  Payments of capital lease obligations                           (18,114)                  -
  Payments to related parties                                     (50,000)                  -
  Issuance of common stock, net of expenses                      1,752,851                  -
                                                           ---------------       ------------
        Net cash provided by financing activities               3,109,898             336,549

Net increase (decrease) in cash                                   144,941             (55,968)
Cash and cash equivalents at beginning of period                   76,707             252,003
                                                           ---------------       ------------
Cash and cash equivalents at end of period                 $      221,648        $    196,035
                                                           ==============        ============
</TABLE>

    The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                      - 5 -
<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                   (UNAUDITED)

<TABLE>
                                                                    NINE MONTHS ENDED
<CAPTION>
                                                               5/31/03           5/31/02
                                                               -------           -------

<S>                                                       <C>                   <C>
Supplemental disclosures of cash flow information:
  Interest paid                                            $      219,155       $     229,766
                                                           ==============       =============
  Income tax paid                                          $            -       $           -
                                                           ==============       =============

Non-cash activities:
  Issuance of common stock for consulting
    fees                                                   $    1,000,693       $           -
                                                           ==============       =============
  Amortization of non-cash financing costs                 $       80,000       $           -
                                                           ==============       =============
  Issuance of common stock for debt
    conversion                                             $    2,144,146       $           -
                                                           ==============       =============
</TABLE>








    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.

                                      - 6 -
<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (DBA TITAN GENERAL HOLDINGS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS

BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
have been prepared by  Ventures-National  Incorporated,  doing business as Titan
General Holdings,  Inc. ("Titan" or the "Company"),  without audit,  pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  Certain
information  and disclosures  normally  included in the  consolidated  financial
statements prepared in accordance with accounting  principles generally accepted
in the United States have been  condensed or omitted  pursuant to such rules and
regulations. These unaudited condensed consolidated financial statements reflect
all adjustments,  consisting only of normal recurring adjustments,  which in the
opinion of management,  are necessary to present fairly the financial  position,
the results of operations and cash flows of Titan for the period presented.

         These unaudited condensed  consolidated  financial statements should be
read in conjunction  with the  consolidated  financial  statements and the notes
thereto  included in the Company's  Annual Report to Shareholders on Form 10-KSB
for the fiscal  year  ended  August 31,  2002 as filed with the  Securities  and
Exchange Commission on December 16, 2002. All significant  intercompany accounts
and   transactions   have  been  eliminated  in  preparation  of  the  condensed
consolidated financial statements.

         AS OF MAY 31, 2003,  TITAN HAD A WORKING  CAPITAL DEFICIT OF $1,558,263
AND AN ACCUMULATED DEFICIT OF $5,275,757.

         The results of operations for the interim  periods are not  necessarily
indicative of the results to be expected for the full year.

NATURE OF BUSINESS

         We are a  manufacturer  of time  sensitive,  high tech,  prototype  and
pre-production  rigid and rigid flex printed circuit boards  ("PCBs")  providing
time-critical printed circuit board manufacturing services to original equipment
manufacturers  and  electronic  manufacturing  services  providers  through  our
wholly-owned subsidiaries Titan EMS, Inc. and Titan PCB East, Inc. Our prototype
printed circuit boards serve as the foundation in many electronic  products used
in  telecommunications,  medical  devices,  automotive,  military  applications,
aviation components, networking and computer equipment.





                                      - 7 -
<PAGE>


         Our time sensitive and high quality  manufacturing  services enable our
customers  to  shorten  the time it takes  them to get their  products  from the
research and development  phase to the production  phase,  thus increasing their
competitive position.  Our focus is on high quality niche printed circuit boards
consisting of complex, multi-layered,  fine-lines and high-performance materials
with  delivery  cycles  between  24 hours and  standard  10 day lead  times at a
competitive price.

         Beginning  in  the  year  2001,  Titan  began  acquiring  cutting  edge
technology equipment and processes from competitors unable to remain in business
due to a severe market downturn and overwhelming debt.

         Titan has also obtained customer lists and orders from several of these
firms, resulting in new business opportunities.

RECENTLY ISSUED ACCOUNTING STANDARDS

       In October  2002,  the FASB issued  Statement No. 147,  "Acquisitions  of
Certain  Financial  Institutions-an  amendment of FASB Statements No. 72 and 144
and  FASB  Interpretation  No.  9,"  which  removes  acquisitions  of  financial
institutions  from  the  scope of both  Statement  72 and  Interpretation  9 and
requires that those  transactions be accounted for in accordance with Statements
No. 141,  "Business  Combinations,"  and No. 142, "Goodwill and Other Intangible
Assets." In addition,  this Statement  amends SFAS No. 144,  "Accounting for the
Impairment or Disposal of Long-Lived  Assets," to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible  assets.  The  requirements  relating to  acquisitions  of  financial
institutions are effective for acquisitions for which the date of acquisition is
on or after  October 1, 2002.  The  provisions  related  to  accounting  for the
impairment  or disposal of certain  long-term  customer-relationship  intangible
assets are effective on October 1, 2002.  The adoption of this Statement did not
have a  material  impact on the  Company's  financial  position  or  results  of
operations as the Company has not engaged in either of these activities.

         In December 2002, the FASB issued  Statement No. 148,  "Accounting  for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of  transition  for a  voluntary  change  to the  fair  value  based  method  of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends  the  disclosure  requirements  of  Statement  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used  on  reported  results.  The  transition  guidance  and  annual  disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002,  with earlier  application  permitted  in certain  circumstances.  The
interim  disclosure  provisions are effective for financial  reports  containing
financial  statements for interim periods beginning after December 15, 2002. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial  position or results of  operations  as the Company has not elected to
change to the fair value based method of  accounting  for  stock-based  employee
compensation.





                                      - 8 -
<PAGE>


In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
133 on Derivative  Instruments and Hedging Activities." Statement 149 amends and
clarifies  financial   accounting  and  reporting  of  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities."  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003, except for certain hedging  relationships  designated after June 30, 2003.
The  Company's  does not expect  adoption of this  statement  to have a material
impact on the Company's financial position or results of operations.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity."
Statement 150  establishes  standards for how an issuer  classifies and measures
certain  financial  instrument  with  characteristics  of both  liabilities  and
equity. It requires that issuers classify a financial  instrument that is within
its  scope as a  liability  (or an asset in some  circumstances).  Many of those
instruments were previously classified as equity. Some of the provisions of this
Statement with the definitions of liabilities in FASB Concepts  Statement No. 6,
"Elements of Financial  Statements." The remaining  provisions of this Statement
are consistent with the Board's  proposal to revise that definition to encompass
certain  obligations  that a reporting  entity can or must settle by issuing its
own  equity  shares,  depending  on the nature of the  relationship  established
between  the holder and the  issuer.  While the Board still plans to revise that
definition  through an amendment until it has concluded its deliberations on the
next phase of this  project.  That next phase  will deal with  certain  compound
financial  instrument  including  puttable shares,  convertible  bonds, and dual
indexed  financial  instruments.  This  Statement  is  effective  for  financial
instruments entered into modified after May 31, 2003, and otherwise is effective
at the  beginning of the first  interim  period  beginning  after June 15, 2003,
except for mandatory  redeemable  financial  instruments of non-public entities.
The Company does not expect adoption of this statement to have a material impact
on the Company's financial position or results of operations.







                                      - 9 -
<PAGE>


NOTE 2.  BUSINESS ACQUISITION

On February 27, 2002,  the Company's  wholly owned  subsidiary,  Titan PCB East,
Inc.  ("Titan  East"),  acquired  substantially  all of the  assets  of  Eastern
Manufacturing  Corporation,  an Amesbury,  Massachusetts-based  manufacturer  of
rigid-flex  printed circuit boards using the patented  HVRFlex process  ("EMC").
Pursuant to an  agreement,  dated  February  27,  2003,  between  Titan East and
Eastern Bank ("Eastern  Bank"),  the secured lender of EMC, Eastern Bank sold to
Titan  East,  among  other  things,  equipment,   work-in-progress,   inventory,
technology,  patent licenses, and customer lists, by means of a foreclosure sale
in accordance with the laws of the  Commonwealth of  Massachusetts  and with the
consent of EMC. The Company  intends to continue to use the purchased  assets to
manufacture  rigid-flex printed circuit boards, as well as time sensitive,  high
tech, prototype, and pre-production printed circuit boards.

         Pursuant  to the  terms  of  the  Agreement,  the  purchase  price  was
$500,000.  The purchase price was determined by negotiation  between the Company
and Eastern Bank.

         In a related but separate transaction, prior to the purchase of the EMC
assets by Titan East, Titan East entered into an accounts  receivable  factoring
agreement  whereby  Titan East  purchased  the current  accounts  receivable  of
$53,507 from EMC for $50,000.

     The purchase price was allocated as follows:

     Inventories                                                      $ 46,313
     Property and equipment                                            446,857
     Other                                                               6,830
                                                                      --------
     Purchase Price                                                   $500,000
                                                                      ========

         The allocation of the purchase  price is preliminary  and is subject to
revision,  which is not expected to be material, based on the final valuation of
the net assets acquired. Merger related cost was expensed as incurred.

         Effective  March 5, 2003,  the Company  purchased  ten (10) shares (the
"Shares")  of common  stock,  par value $0.01 per share,  of Coesen  Inc., a New
Hampshire  corporation   ("Coesen"),   representing  33.3%  of  the  issued  and
outstanding  shares of Coesen common stock from Mr.  Howard Doane  pursuant to a
Stock  Purchase  Agreement  among the Company,  Coesen and Mr. Doane (the "Stock
Purchase Agreement"). In consideration for the Shares, the Company issued thirty
thousand  (30,000)  shares of its common  stock and paid $5,000 in cash,  to Mr.
Doane.  In  connection  with the  acquisition  of the  Shares,  David M.  Marks,
Director of the Registrant,  was elected to the Board of Directors of Coesen and
Mr. Doane resigned as a director of Coesen.  In addition,  Mr. Doane and the two
other  stockholders of Coesen entered into a stockholders  agreement with Coesen
dated as of March 5, 2003 pursuant to which the stockholders  agreed not to take
actions not in the ordinary course of business  including,  without  limitation,
incurring of indebtedness outside the ordinary course, liquidating or dissolving
Coesen,  merging  or  consolidating  Coesen  with  another  entity,  issuing  or
redeeming  any equity,  in each case  without the prior  written  consent of the
Company.




                                     - 10 -


NOTE 3.  LOSS PER COMMON SHARE

         In accordance  with SFAS No. 128,  "Earnings Per Share," the basic loss
per  common  share is  calculated  by  dividing  net loss  available  to  common
stockholders  less preferred  dividends by the weighted average number of common
shares outstanding. Diluted loss per common share is computed similarly to basic
loss per common share,  except that the  denominator is increased to include the
number of  additional  common  shares  that would have been  outstanding  if the
potential common shares had been issued and if the additional common shares were
not  anti-dilutive.  Titan has excluded all outstanding  options and convertible
debt from the calculation of diluted net loss per share because these securities
are anti-dilutive.  The number of outstanding shares and weighted average shares
reflect a stock split of  3,866.667 to 1 effected  February 22, 2002.  As of May
31, 2003, Titan had approximately 823,753 common stock equivalent shares.

         For the three and nine month  periods  ended May 31, 2002,  the Company
was not a publicly  traded  entity.  Therefore,  the basic and diluted  loss per
common share for the three and nine month periods ended May 31, 2002, calculated
on the same basis as the three and nine month  periods  ended May 31, 2003,  are
presented pro-forma only.


NOTE 4.   INVENTORY

     Inventory consisted of the following:

                                                      5/31/03
                                                      -------
Raw materials and finished subassemblies              $247,760
Work in process                                         21,719
Finished goods                                          73,122
                                                      --------
Total                                                 $342,601
                                                      ========

NOTE 5.  PRIVATE PLACEMENT OFFERING AND COMMON STOCK TRANSACTIONS

         We raised  $2,052,851 (net of related cost) from our private  placement
offering  that  closed on  January  9, 2003 (the  "Private  Placement")  and two
additional  private  placements on February 3, 2003.  In  connection  with these
placements,  the Company  issued  3,059,234  shares of Common Stock at $0.75 per
share.  Of the total  raised to date,  we  received  $1,752,851  during the nine
months  ended May 31, 2003 and  $300,000  during  August  2002. A portion of the
funds raised through May 31, 2003 has been used for operating activities.

         During the  quarter  ended  February  28,  2003,  the  Company  had two
notes/loans  payable to related  parties,  which were  converted into a total of
2,458,861  shares of common stock at $0.75 per share.  During the quarter  ended
November  30,  2002,  the Company had two  non-interest  bearing  loans  payable
totaling  $300,000  ($150,000  each) which were converted into 400,000 shares of
common stock at $0.75 per share. Such conversions are reflected in the unaudited
condensed balance sheet at May 31, 2003.





                                     - 11 -
<PAGE>


NOTE 6.  LOANS AND NOTES PAYABLE

         On February  27,  2003,  the Company  entered  into a  promissory  note
agreement with several individual lenders. Under the terms of the agreement, the
Company agreed to sell up to $640,000  principal  amount of promissory  notes to
these  individual  lenders which notes have an interest rate of the lower of (i)
24% or (ii) maximum  legal rate.  Interest on these notes is payable  quarterly,
and unpaid  principal  and interest  shall be payable on February  27, 2004.  In
connection with this financing, on February 27, 2003, the Company issued 320,000
shares of its common  stock to the lenders as a  financing  cost with a value of
$240,000,  which was  classified  as discount  of the notes.  For the nine month
ended May 31, 2003,  the Company  amortized  $80,000 of the discount. As of May
31, 2003,  the investors  had  purchased  and the Company had issued  promissory
notes under this Agreement having an aggregate principal amount of $480,000 (net
of unamortized discount of $160,000)

         On  June  28,  2002,  the  Company  entered  into a loan  and  security
agreement (the "Alco  Agreement")  with Alco  Financial  Services  ("Alco"),  an
entity owned by an individual who  subsequently  became a member of its Board of
Directors at the time,  and paid a loan fee of $24,000 which is being  amortized
to interest expense at $2,000 per month.  Under the terms of the Alco Agreement,
the  Company  can  borrow up to the sum of (1) 80% of the net face  value of the
Titan PCB West Inc.'s eligible accounts  receivable,  plus (2) the lesser of (i)
$100,000  or (ii) 50% of  eligible  inventory.  The Alco  Agreement  carries  an
interest  rate of the greater of (a) 3.5% over the prime rate,  which is defined
as the prime rate stated on the Wall Street  Journal,  (b) interest  rate at the
date of the loan agreement,  8.25% or (c) a minimum  monthly  interest charge of
$7,500.  The  Agreement  matures on June 28, 2003 and is secured by all accounts
receivable  and inventory of the Titan PCB West,  Inc. The Company is subject to
certain  restrictions  and covenants under the Alco Agreement.  During the three
month period ended May 31, 2003,  the Company  amortized loan fees of $6,000 and
paid interest of $40,140. During the nine months ended May 31, 2003, the Company
amortized loan fees of $18,000 and paid interest of $119,226. During the quarter
ended February 28, 2003, the owner of Alco resigned as a member of the Company's
Board of Directors.  The outstanding  principal  balance was $861,640 at May 31,
2003.

         At November 30,  2002,  the Company  owed  approximately  $353,000 of a
non-interest bearing loan to a major shareholder.  In December 2002, $103,000 of
the  obligation  was converted  into 137,333 shares of common stock at $0.75 per
share.  In addition,  the Company  made cash  repayments  of $50,000  during the
quarter. $200,000 remained unpaid as of May 31, 2003.

         At November 30, 2002, the Company owed  $1,741,146 to Ohio Investors of
Wisconsin,  LLC, an  affiliate of the Company.  In December  2002,  the loan was
converted into 2,321,528 shares of common stock at $0.75 per share.







                                     - 12 -
<PAGE>

         On May 9, 2003, the Company entered into a loan and security  agreement
(the "Equinox  Agreement") with Equinox Business Credit Corp.  ("Equinox"),  and
paid a loan fee of  $19,000  which is being  amortized  to  interest  expense at
$1,583 per month.  Under the terms of the  Equinox  Agreement,  the  Company can
borrow  up to the sum of (1) 70% of the net  face  value of the  Titan  PCB East
Inc.'s  eligible  accounts  receivable,  plus (2) $400,000  against the eligible
property and equipment.  The Equinox  Agreement  carries an interest rate of the
greater  of (a) 3.5% over the prime  rate,  which is  defined  as the prime rate
stated on the Wall Street  Journal,  (b)  interest  rate at the date of the loan
agreement,  8.25% or (c) a  minimum  monthly  interest  charge  of  $7,500.  The
Agreement matures on June 28, 2003 and is secured by all accounts receivable and
inventory  of the Titan  PCB East,  Inc.  The  Company  is  subject  to  certain
restrictions  and covenants  under the  Agreement.  During the  three-month  and
nine-month periods ended May 31, 2003, the Company amortized loan fees of $1,072
and paid interest of $5,332.  The outstanding  principal balance was $682,060 at
May 31, 2003.


NOTE 7.  NON-RECURRING COST

         Non-recurring cost includes certain non-capitalized cost related to the
relocation of its plants and corporate offices to its new facilities located in
Fremont, California. Such costs primarily include moving and relocation cost,
and cost for temporary labor to set up machinery and equipment to working
conditions.


NOTE 8.  GOING CONCERN

         The accompanying  consolidated  financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction  of liabilities  in the normal course of business.  Through May 31,
2003,  the  Company has not been able to generate  sufficient  revenue  from its
operations to cover its costs and operating  expenses.  Although the Company has
been able to issue its common stock through private  placements to raise capital
in order to fund its  operations,  it is not known  whether the Company  will be
able to continue this practice, or be able to obtain other types of financing or
if its revenue will increase significantly to be able to meet its cash operating
expenses. This, in turn, raises substantial doubt about the Company's ability to
continue as a going concern.  Management anticipates revenue to grow as a result
of  additional  products  offered  to its  customers  after  the move to its new
facility.  Management believes that the private equity financing and new product
offerings will enable the Company to generate positive  operating cash flows and
continue its operations.  However,  no assurances can be given as to the success
of these plans.  The financial  statements do not include any  adjustments  that
might result from the outcome of these uncertainties.


NOTE 9. LITIGATION
     From time to time,  we may become  involved in various  lawsuits  and legal
proceedings which arise in the ordinary course of business. In September 2002, a
former  employee  filed  a  complaint  against  the  Company  alleging  wrongful
termination.  Management  believed  this  claim is  without  merit  and that the
resolution  of this  claim  would  not have a  material  adverse  effect  on our
financial condition or results of operations.  In June 2003, based on the advice
of the Company's  legal counsel,  the Company may be obligated to pay a total of
$140,000 related to this case.

                                     - 13 -
<PAGE>


         We have accrued an amount of $140,000 (our expected  maximum  exposure)
in the financial statements and expect no conclusion during this fiscal year.


NOTE 10.  OTHER EVENTS

         On April 10, 2003, our Registration Statement on Form SB-2 was declared
effective  by  the   Securities  and  Exchange   Commission.   Pursuant  to  the
Registration  Statement,  we have  registered  for  resale by  certain  existing
security holders of the Company 3,802,281 shares of our common stock,  including
without  limitation,  all of the shares of common  stock  issued in the  Private
Placement.  We have not  registered any shares for issuance and sale directly by
the Company under this  Registration  Statement.  The selling  stockholders  who
purchased  shares of our common  stock in the Private  Placement  are subject to
certain  volume  limitations  on their  resale  of their  shares  that have been
registered under the Registration Statement.

NOTE 11. PROFORMA LOSS UNDER FASB 148

The Company uses the intrinsic  value method (APB Opinion 25) to account for its
stock options granted to officers,  directors, and employees. Under this method,
compensation expense is recorded over the vesting period based on the difference
between the exercise  price and quoted  market price on the date the options are
granted.  Since the Company has granted all its stock  options  above the quoted
market on the date measurement  date, no compensation  expense related to grants
of stock options to employees has been recorded.

Had the Company  chosen the fair value  method of  accounting  for  transactions
involving  stock  option  issuance to  employees  pursuant to SFAS No. 123,  the
Company would have recorded $0 and $0 in compensation  costs for the nine months
ended May 31, 2003 and 2002,  respectively,  as presented  by the proforma  loss
statement, as follows:


                                                          May  31,

                                                --------------------------------

                                                     2003              2002
                                                   ----------      ---------


 Net loss:
     As reported                                 $ (3,567,206)   $ (764,128)
     Compensation recognized under APB 25                   -             -
     Compensation recognized under SFAS 123                 -             -
                                                   ----------      ---------


     Proforma net loss                           $ (3,567,206)   $  (764,128)
                                                 =============   ============

 Net loss per common share - basic and diluted:
     As reported                                 $      (0.30)   $     (0.12)
                                                 =============   ============
     Proforma                                    $      (0.30)   $     (0.12)
                                                 =============   ============



                                     - 14 -
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations  and Plan of Operations  and other portions of this report
contain  forward-looking  information that involve risks and uncertainties.  Our
actual  results  could  differ   materially   from  those   anticipated  by  the
forward-looking  information.  Factors that may cause such differences  include,
but are not limited to,  availability and cost of financial  resources,  product
demand,  market  acceptance and other factors discussed in this report under the
heading "Business - Risk Factors." This Management's  Discussion and Analysis of
Financial  Condition and Results of Operations and Plan of Operations  should be
read in conjunction with our consolidated  financial  statements and the related
notes included elsewhere in this report.

OVERVIEW

         CORPORATE BACKGROUND

         We are a  manufacturer  of time  sensitive,  high tech,  prototype  and
pre-production  PCBs. We provide  time-critical,  PCB manufacturing  services to
original   equipment   manufacturers  and  electronic   manufacturing   services
providers.  Our  prototype  PCBs  serve  as the  foundation  in many  electronic
products  used in  telecommunications,  medical  devices,  automotive,  military
applications,  aviation components,  and networking and computer equipment.  Our
focus is on niche PCBs consisting of complex,  high layer count,  fine-lines and
high-performance  materials with capabilities to deliver in 24 hours, at premium
pricing, as compared to standard 10 day lead time.

         We were organized under the laws of the State of Utah on March 1, 1985,
with an initial authorized capital of $100,000, consisting of 100,000,000 shares
of one mill  ($0.001)  par value  common  voting  stock.  We were formed for the
primary purpose of seeking potential  business  enterprises which in the opinion
of our management would prove profitable.

         Our wholly owned  subsidiary  Titan was incorporated on March 27, 2001.
On August 30,  2002,  Titan was  acquired  by us through the merger of Titan EMS
Acquisition  Corp.  with and into Titan.  In  connection  with the  Merger,  the
stockholders  of Titan  received  shares  of our  common  stock.  For  financial
reporting purposes, the Merger has been treated as a reverse-merger, where Titan
was  the   acquirer.   Because   the  Merger  is   treated  as  a  purchase   of
Ventures-National  Incorporated,  the historical  financial  statements of Titan
became our historical  financial  statements  after the Merger.  See "Prospectus
Summary - Recent Developments."

         We  filed  an S-18  Registration  Statement  with  the  Securities  and
Exchange Commission on May 30, 1985. The Registration Statement became effective
on November  15,  1985,  and we  completed  a public  offering of certain of our
securities on or about March 13, 1986.

         On August 12,  1985,  our  Articles of  Incorporation  were  amended to
increase  authorized  capital to $500,000,  consisting of 500,000,000  shares of
common stock.





                                     - 15 -
<PAGE>


         The Articles of Incorporation  were also amended on August 26, 1985, to
expand the purposes  for which we were  organized  to include  various  types of
investments.  In December  1986,  we  executed a Letter of Intent  with  Woroner
Technology  Corporation of Florida, a Florida  corporation and manufacturing and
marketing  firm  of  electronic  systems  and  non-electronic  products  for the
military and consumer markets world-wide ("Woroner Technology").

         The Articles of  Incorporation  were again  amended on May 1, 1987,  to
increase our authorized capital to $950,000, consisting of 950,000,000 shares of
common stock.

         On May 14,  1987,  we acquired all of the  outstanding  common stock of
Woroner  Technology  through an  exchange  of our common  stock  pursuant  to an
Agreement and Plan of Merger. We succeeded to the business operations of Woroner
Technology and were subsequently involved in the manufacturing and sale of these
products in military  and consumer  markets  until 1990,  when these  operations
proved to be unsuccessful and were discontinued.

         We were inactive from 1990 until a court ordered  annual meeting of the
stockholders  was duly called and held on March 9, 2000, at which a new Board of
Directors was elected.  At a special meeting of the newly  constituted  Board of
Directors  held April 20, 2000,  the fiscal year was changed from February 28 in
each year to June 30 in each  year;  and we once  again  became a  developmental
stage  company,  following our  reinstatement  as a corporation in good standing
under the laws of the State of Utah.

         Effective  February  22,  2002,  we  effected  a  reverse  split of our
outstanding  common stock on a basis of one for 6,000,  reducing our 590,221,925
then outstanding shares of common stock to 99,211 shares.

         On August 6, 2002, Titan acquired all of the non-real estate assets and
assumed  all of the  non-term  loan  liabilities  of  SVPC in  exchange  for the
issuance to SVPC of 800,000 shares of Titan common stock,  pursuant to the terms
and  conditions of a  Contribution  Agreement and  Assignment  and Assumption of
Liabilities dated August 6, 2002.

         Beginning  in  2001,  SVPC  began  acquiring  cutting  edge  technology
equipment,  processes,  customer  lists and orders  from  competitors  unable to
remain in business  principally  due to a severe  market  downturn and excessive
levels of  indebtedness.  On July 16, 2001,  SVPC  acquired all of the assets of
SVPC  Circuit  Systems,  Inc.  and certain  assets of CSI pursuant to a combined
approved bankruptcy court sale. After these acquisitions, Titan acquired certain
system  integration  division assets out of bankruptcy from creditors of Paragon
Electronic Systems, Inc.

         In  connection  with the  contribution,  certain  consents had not been
received  as of the  closing  date.  Titan  and SVPC  have  agreed  that if such
agreements are not received or they are such that the value of the  contribution
is  detrimentally  affected,  SVPC will return  shares in an amount equal to the
resulting  damages based on a value of $1.50 per share.  We expect to be able to
obtain all requisite consents.

         On August 6, 2002, Titan acquired certain intangible assets contributed
by Louis George, a former executive officer and director, in exchange for 50,000
shares of Titan common  stock  valued at $1.50 per share,  pursuant to the terms
and  conditions of a  Contribution  Agreement and  Assignment  and Assumption of
Liabilities dated August 6, 2002.


                                     - 16 -
<PAGE>


         Effective August 30, 2002,  through our  wholly-owned  subsidiary Titan
EMS Acquisition Corp. ("AcquisitionCo"), a Delaware corporation, we acquired all
of the capital stock of Titan  through an exchange of our common stock  pursuant
to an Agreement and Plan of Merger.  In connection  with the Merger,  our fiscal
year was also changed from June 30 in each year to August 31 in each year.

         We  transmitted  the  information  required  by Rule  14f-1  under  the
Securities  Exchange  Act of 1934,  as  amended,  to our  holders  of  record on
September 5, 2002.

         Since the recommencement of our developmental  stage in March 2000, and
until  completion of our  acquisition of Titan in August 2002, we did not engage
in any material business operations other than seeking potential  acquisition or
merger  candidates,  and  as of  August  30,  2002,  we had no  assets  and  had
liabilities of $9,660.

         In connection with the Merger, AcquisitionCo merged with and into Titan
through the exchange of 6,880,490  shares of our common stock for all of Titan's
outstanding shares of common stock.

         Upon the  effectiveness of the Merger,  the former  executive  officers
resigned from their respective  positions with us and the executive  officers of
Titan were duly elected as their  successors  as follows:  David M. Marks became
our  Chairman of the Board,  and Louis J.  George  became our  President,  Chief
Executive  Officer and Acting  Treasurer.  Mr. George has since resigned and Mr.
Robert E. Ciri will be our President and Chief Executive  Officer as of July 31,
2003.  Mr. Marks resigned as Chairman of the Board on May 13, 2003, and Mr. Ciri
was  appointed  the  new  Chairman.  Our  directors  immediately  prior  to  the
effectiveness of the Merger  irrevocably  resigned  effective as of the close of
business on September 15, 2002.

         Messrs.  Jacobs and  Weisberg  resigned as  directors,  and Mr.  George
resigned  as a  director  and from  his  position  as our  President  and  Chief
Executive  Officer,  in each case effective  January 10, 2003, at which time Mr.
George was appointed Managing Director of Operations for California,  a position
from which he later resigned.

         On August 26, 2002,  Forest Home  Investors I, LLC ("Forest  Home") and
Phoenix  Business  Trust  ("Phoenix   Trust"),   lenders  of  Titan,   converted
indebtedness  owed by Titan into shares of Titan common stock at the  conversion
price of $1.50 per share,  which  resulted in the  issuance of 6,667  shares and
123,823 shares to Forest Home and Phoenix Trust, respectively.












                                     - 17 -
<PAGE>


         Immediately  after the Merger,  each of Ohio Investors of Wisconsin and
Irrevocable Children's Trust converted certain outstanding indebtedness of Titan
into  shares of our  common  stock at a  conversion  price of $1.50  per  share,
resulting in the issuance of 1,160,764  shares of common stock to Ohio Investors
of Wisconsin and 68,667 shares of common stock to Irrevocable  Children's Trust.
The  conversion  price at which Ohio  Investors  of  Wisconsin  and  Irrevocable
Children's Trust agreed to convert our indebtedness  into shares of common stock
was initially determined by reference to our then contemplated offering price of
Units (as defined below) to be issued in the Private  Placement.  On October 28,
2002,  we  revised  the  offering  price to $0.75  per  share of  common  stock.
Accordingly,  on December 9, 2002, we entered into a letter  agreement with each
of Irrevocable  Children's  Trust and Ohio Investors of Wisconsin to provide for
the issuance of 1,160,764  additional  shares to Ohio Investors of Wisconsin and
68,667  additional  shares of common stock to Irrevocable  Children's Trust , to
reflect a corresponding  adjustment of the conversion price to $0.75 from $1.50.
The Shares  related to the  conversion of these debts were issued  subsequent to
August 31, 2002 include the corresponding effect of the translation.

         Upon  the  effectiveness  of  the  Merger,  we  commenced  the  Private
Placement  pursuant  to which we sold  2,792,567  shares of common  stock in the
Private Placement for aggregate gross proceeds of $2,094,426.  See "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations  and
Plan of Operations - Liquidity and Capital Resources."

         On February 27, 2003,  through our  wholly-owned  subsidiary  Titan PCB
East,  we acquired  certain  assets of Eastern  Manufacturing  Corporation,  for
approximately   $500,000  in  a  foreclosure  sale  from  Eastern  Manufacturing
Corporation's   secured   lender   Eastern   Bank.   The  results  from  Eastern
Manufacturing  Corporation's  operations  will  be  reflected  in our  financial
statements  from  the  date of  acquisition.  No  goodwill  resulted  from  this
acquisition.  For more  information  concerning  the  acquisition of assets from
Eastern   Manufacturing   Corporation,   see   "Prospectus   Summary   -  Recent
Developments"

         Effective March 5, 2003, we purchased  shares of common stock of Coesen
representing 33.3% of its issued and outstanding shares of common stock from Mr.
Howard Doane,  the principal  stockholder and an officer and director of Eastern
Manufacturing  Corporation,  in exchange  for 30,000  shares of common stock and
$5,000 in cash. In connection  with the share purchase,  David M. Marks,  one of
our  Directors,  was elected to the Board of  Directors  of Coesen and Mr. Doane
resigned  as a director  of Coesen.  In  addition,  Mr.  Doane and the two other
stockholders  of Coesen entered into a stockholders  agreement with Coesen dated
as of March 5, 2003 pursuant to which they agreed not to take actions not in the
ordinary course of business without our prior written consent.

         Management  has  devoted  substantial  time  since  the  Merger  to the
integration and reorganization of our various business units. We anticipate that
this  integration  and  reorganization  of our business will continue to require
substantial  management  resources for much of the third and fourth  quarters of
our fiscal year ending August 31, 2003 and that, as a result, we may not realize
the  anticipated  economies  of  scale  and  scope,  as  well  as the  attendant
improvements in our operating results, until possibly the next fiscal year.






                                     - 18 -
<PAGE>


         For the year and nine months  ended  August 31, 2002 and May 31,  2003,
ten customers accounted for 41% and 35% of our revenue,  respectively. As of May
31, 2003,  we had a working  capital  deficit of $1,558,263  and an  accumulated
deficit of  $5,257,757.  We generated  revenues of $8,321,292 for the year ended
August 31, 2002 and incurred a net loss of $1,730,801.  In addition,  during the
year ended August 31, 2002, net cash used in operating activities was $539,868.

         We  are in  the  early  stage  of  operations  and,  as a  result,  the
relationships between revenue, cost of revenue, and operating expenses reflected
in the financial information included in this prospectus do not represent future
expected  financial  relationships.  Much of the cost of revenue  and  operating
expenses reflected in our consolidated  financial  statements are costs based on
the  integration  of  the  acquired  companies  and  assets  that  comprise  our
operations.  Accordingly,  we believe  that,  at our current stage of operations
period-to-period comparisons of results of operations are not meaningful.

     PLAN OF OPERATIONS

     Our business strategy is:

          o    to target potential  customers and industries  needing  prototype
               boards with required turnaround times of between 24 hours and the
               industry   standard  10-days  as  well  as  preproduction   needs
               requiring numerous types of materials;

          o    to aggressively market specialty  manufacturing services for time
               sensitive,  high-tech  prototype and  pre-production  PCBs to the
               high  technology  industry and cater to  customers  who need time
               sensitive  delivery  of low to medium  production  runs with high
               quality  and  superior  design  and  customer  service  interface
               whether for production or research and development;

          o    to  expand  our  services  to  include   flexible   circuits  and
               rigid-flex combinations in order to diversify sources of revenue;

          o    to expand our sales  through the  marketing  and  manufacture  of
               rigid-flex PCBs using the patented HVR Flex process  available as
               a results of our acquisition of assets from Eastern Manufacturing
               Corporation in February 2003;

          o    to acquire and integrate  strategic assets of companies producing
               time sensitive,  high tech prototype and pre-production PCBs with
               other  unique  customers,  technology  or  processes  in order to
               accelerate entry into our target market; and

          o    to   acquire   manufacturing   facilities   that  have   military
               certification and achieve military  certification for our current
               facilities.

     We plan to add additional  independent sales  representatives to extend our
selling  capacity.  Commission  costs therefore will fluctuate  depending on the
origin of sales orders with our  internal  sales team or our  independent  sales
representative   organization.   We  also  plan  to   increase   our   marketing
expenditures.   There  are  no  assurances  that  additional  independent  sales
representatives or increased marketing expenditures will increase our revenues.

                                     - 19 -
<PAGE>


          We expect our general and  administrative  costs to increase in future
periods due to our  operating  as a public  company  whereby we will incur added
costs for filing fees, increased professional services and insurance costs.

          We have been in the  process  of moving  our  principal  manufacturing
facilities  from Santa Clara,  California to Fremont,  California  over the past
financial  quarter and we expect to complete  our move by the end of the current
fiscal quarter.  The cost of the move is being financed from the proceeds of the
previous  private  offering  of our  equity  securities  as well as  funds  from
operations.  Much of the cost will be recorded in the financial  statements  for
the second and third fiscal quarters of 2003.

ACCOUNTING PRINCIPLES; ANTICIPATED EFFECT OF GROWTH

          Below we  describe a number of basic  accounting  principles  which we
employ in determining  our  recognition  of revenues and expenses,  as well as a
brief  description  of the effects that we believe that our  anticipated  growth
will have on our revenues and expenses in the future.

Revenues

          We recognize  revenues upon shipment to our  customers.  We record net
revenues as our gross  revenues less an allowance for returns.  At May 31, 2003,
we had approximately 360 customers.  We provide our customers a limited right of
return for defective  PCBs and record an allowance  against  gross  revenues for
estimated returns at the time of sale based on our historical  results.  Because
our customers  quickly test the PCBs we  manufacture  for them,  the majority of
returns for defects occur within the first 15 days  following  shipment.  At May
31,  2003,  we provided  an  allowance  against  gross  revenues  for returns of
$30,000.  Actual return may differ materially from our estimates,  and revisions
to the allowances may be required from time to time.

          We expect the number and  complexity of PCBs we sell to fluctuate with
the changes in demand from our customers and, the prices we charge our customers
to  fluctuate  as a result of intense  competition  in the PCB  industry and the
current economic situation and its impact on the high technology  market.  Until
industry  conditions  improve and demand  increases,  we expect  that  decreased
average pricing will continue to negatively affect our sales.

          We expect  sales to grow as we develop  our  reputation  in our target
market  and as a result  of our move to our  facility  in  Fremont,  California.
Management anticipates  fluctuations in revenues as operations will be disrupted
and in flux for a short period of time in  connection  with our move to Fremont.
Additional  acquisitions  will also increase revenue as well as cause disruption
as  facilities,  employees,  and  processes  are  integrated.  We  expect  these
fluctuations to be relatively  short lived while expecting the revenue growth to
be more permanent with the variable of market demand as a condition.

          Future  demand  and  product  pricing  will  depend  on  many  factors
including  product mix,  levels of advanced  technology,  capacity  utilization,
competitive pressure in the PCB industry,  and economic conditions affecting the
markets  we  serve  and  the  electronics   industry  in  general.  The  current
uncertainty  regarding  the level  and  timing of an  economic  recovery  in our
product  markets and volatility in our customer  forecasts  continue to make our
forecasting less reliable than in prior periods. However, at this time we expect
sales in the fourth quarter of fiscal 2003 to increase over those in each of the
first three quarters of fiscal 2003.

                                     - 20 -
<PAGE>


         In each  case  our plan of  operations  anticipates  that our  internal
growth, as well as acquisitions of competitors,  shall materially  contribute to
our ability to increase our revenues as described above.

         Through  the time of our  acquisition  of EMC,  the  Company's  primary
source of revenues were from rigid bare-board  manufacturing  that provides time
sensitive,  high  technology,  and  superior  quality  PCB's to the  electronics
industry  at a  competitive  price.  In the  future,  Titan  expects  to receive
revenues from customers who need  rigid-flex and flex  bare-board  manufacturing
that provides time sensitive,  high  technology,  and superior  quality PCBs. In
addition, after an initial inspection and certification period, Titan intends to
expand its sales  focus to the  military  market  place,  which  includes  those
vendors supplying the U.S. military with products in our target market.

Cost of Revenues

         Cost of revenues  consists of materials,  labor,  outside  services and
overhead expenses incurred in the manufacture and testing of our products.  Many
factors  affect  our gross  margin,  including,  but not  limited  to,  capacity
utilization, production volume and yield. We do not participate in any long-term
supply contracts and we believe there are a number of high quality suppliers for
the raw materials we use. Our cost of goods, as a percentage of revenues, varies
depending on the complexity of the PCBs we manufacture in any given period.

         Based  upon  our plan of  operations,  we  anticipate  that our cost of
revenues will increase as our revenues increase,  but that cost of revenues as a
percentage of net revenues shall generally decrease as our revenues increase. We
believe that the amount of the decrease of this percentage over the next several
fiscal  periods  will be dependent in large part upon the source of the increase
in revenues.  For example, an increase in our penetration in the existing market
for our goods and services will permit us to increase  revenues at a low cost in
part by causing us to utilize a greater  portion of our  existing  manufacturing
capacity,  an expense which we already incur.  On the other hand, an increase in
our revenues  attributable  to our offering a greater  portfolio of products and
services may result in less of a decrease in such  percentage as such activities
may initially be less efficient than our existing operations.

         Included in cost of revenues is  overhead  which is  relatively  fixed.
Materials and labor are  semi-variable  and are  influenced by the complexity of
orders  as well as the  quantity  of  orders.  As our  business  is  continually
changing  with  regard to the type of  product  produced,  we plan to  implement
broader use of production  systems to control the overtime in production as well
as the use of materials in  production.  We  anticipate  that these systems will
assist in the pricing of its products with the objective to be more  competitive
and profitable in our target market.

         We intend to continue to expand and upgrade our  production  capability
as well as our production  systems and the financial  systems interface in order
to better manage material, labor and overhead costs.

Expenses

         Our  operating  expenses  for the nine  months  ended May 31,  2003 are
comprised  of  costs  for  sales  and  marketing,  general  and  administrative,
non-recurring  costs and costs related to mergers and  acquisitions,  as well as
the cost of developing operating facilities.

                                     - 21 -
<PAGE>


         Selling and  marketing  expenses  consist  primarily  of  salaries  and
commissions  paid to our internal  sales team,  commissions  paid to independent
sales  representatives  and costs  associated  with  advertising  and  marketing
activities.  We expect our selling and  marketing  expenses  to  fluctuate  as a
percentage  of sales as we add new  personnel,  develop  new  independent  sales
representative channels and advertise our products.

         We intend to expand our direct,  indirect and distributed sales plan in
order to best utilize our newly acquired rigid-flex  manufacturing capability as
a result of its acquisition of the assets from Eastern Manufacturing Corporation
as well as our geographic expansion.

         General  and   administrative   expenses   include  all  corporate  and
administrative functions that serve to support our current and future operations
and provide an  infrastructure  to support  future  growth.  Major items in this
category  include  management and staff salaries and benefits,  travel,  network
administration   and   systems/data   processing,   training,   rent/leases  and
professional  services. We expect these expenses to increase as a requirement of
operating as a public  company and we further expect these expenses to fluctuate
as a  percentage  of revenues as we expand our  business.  We intend to slightly
expand  our  customer  and  sales  support  operation  in order to  support  the
increased  complexity and volume of our PCB business and our  anticipated use of
indirect  sales.  We do not expect a material  increase  in sales and  marketing
expense that is not  consistent  with an increase in sales.  We  anticipate  our
sales and  marketing  costs to fluctuate  as a percentage  of revenue due to the
addition of sales personnel and various marketing  activities planned throughout
the year.

         For the nine months ended May 31, 2003,  non-recurring  costs primarily
include the expenses related to the expense of developing new facilities.

         Interest  expense,  including  finance  charges,  relates  primarily to
accounts receivable and inventory lines of credit with two lending institutions,
Alco and Equinox.  We expect  interest  expense to fluctuate as a percentage  of
revenues based on the timing of borrowings under our lines of credit.



                                     - 22 -
<PAGE>


RESULTS OF OPERATIONS

         The following table sets forth income  statement data for the three and
nine month periods ended May 31, 2003 and 2002 and should be read in conjunction
with the  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations and Plan of  Operations"  and our  consolidated  financial
statements and the related notes appearing elsewhere in this report.

<TABLE>
<CAPTION>
                                          Three months ended                Nine months ended
                                     -----------------------------     ----------------------------

                                      5/31/03          5/31/02           5/31/03         5/31/02
                                     -------------    ------------     -------------    -----------

<S>                                      <C>              <C>              <C>              <C>
Revenue                                  100.0%           100.0%           100.0%           100.0%
Cost of revenue                           89.8             85.0             92.4             86.1
Gross profit                              10.2             15.0              7.6             13.9

Operating expenses:
  Sales and marketing                     11.3              9.8             12.1             10.2
  General and administrative              18.1              8.7             15.7             11.8
  Non-recurring costs                      7.6              -                6.1              0.5
  Merger costs                            10.0              -               17.7              -
  Total operating expenses                47.0             18.5             51.6             22.5

Operating (loss)                         (36.8)            (3.5)           (44.0)            (8.6)
Interest (expense)/income                 (5.7)            (3.2)            (3.9)            (3.6)
Other income/(expense)                     -                 .7              1.1              0.2
Net (loss)                               (42.5)            (6.0)           (46.8)           (12.0)
</TABLE>


THREE MONTHS ENDED MAY 31, 2003 COMPARED TO THE THREE MONTHS ENDED MAY 31, 2002

Revenue

         Revenue increased by $970,116 or 42.2% from $2,300,529 in the three
months ended May 31, 2002 to $3,270,645 in the three months ended May 31, 2003.
This increase resulted primarily from the sales achieved in our latest
acquisition of Eastern Manufacturing Corporation ("EMC"). The sales from this
new division totaled $1,441,481. This was offset by a decrease of $471,367 or
20.5% in our West division. The revenues in our West division for the nine
months ended May 31, 2002 were all attributable to rigid PCBs. As each customer
and customer order is essentially unique and customized to their specifications,
a unit sales number other than by category of rigid, flex, and rigid-flex is not
relevant. Revenues for three months ended May 31, 2003 were generated under
different management and resulted from sales of a combination of flex and rigid
PCBs, but records indicating the ratio between the two are not available. The
decrease in revenues for our West division in the three months ended May 31,
2003, as compared to the same period in the prior year, resulted from a decrease
in unit shipments as well as a decrease in average pricing. The decrease in
average pricing is a result of product mix changes, competitive pressures on
pricing for both quick-turn and volume orders resulting from the overall decline
in the electronics industry, and a lower level of premium revenue. While we see
some stabilization in pricing as competitors are unable to effectively compete
and are being forced to close, we expect this situation to continue for the near
future.




                                     - 23 -
<PAGE>


Cost of Revenue

         Cost of revenue  increased  $982,864,  or 50.3%, from $1,954,434 in the
three months ended May 31, 2002 to  $2,937,298 in the three months ended May 31,
2003. As a percentage of sales,  these costs  increased  from 85.0% in the three
months ended May 31, 2002 to 89.8% in the three  months ended May 31, 2003.  The
increase in cost of revenue  resulted from a greater  number of PCBs sold and an
increase in labor costs  primarily  due to  inefficiencies  incurred  during the
transition  between the new facility in Freemont and the facility in Santa Clara
and the  reduction  of prices  for the PCBs.  We expect  the cost of  revenue to
fluctuate as a percentage of revenue as the costs we incur for our materials are
affected by the volume of product we purchase to fulfill our  customers'  orders
and by labor  while we  transition  between  facilities  which is expected to be
completed by the end of July 2003.

Gross Profit

         Gross profit  decreased by $12,748 or 3.7%,  from $346,095 in the three
months  ended May 31, 2002 to $333,347 in the three  months  ended May 31, 2003.
The decrease in gross profit resulted primarily the gross profit associated with
the newly acquired  division of EMC of $303,192.  There was a slight decrease in
gross profit from our West division due to a greater  volume of PCBs produced at
decreased  prices  as  well  as  the  increased  labor  costs  primarily  due to
inefficiencies  incurred  during the  transition  between  the new  facility  in
Freemont and the facility in Santa Clara.  Our gross profit was 15.0% of revenue
in the three months ended May 31, 2002 compared to 10.2% of revenue in the three
months  ended  May 31,  2003.  The  impact  of the  increases  in sales was also
mitigated by various  costs  relating to  materials,  production  personnel  and
overhead expenses not in place in the preceding comparable period. We expect our
gross profit to fluctuate  as a percentage  of revenue  based on the demand from
our  customers  which  affects our costs and  volatility in prices we charge our
customers due to intense competition in the PCB industry.

Operating Expenses

         Sales and  marketing  expenses  increased by $143,567,  or 63.8%,  from
$224,960 in the three  months ended May 31, 2002 to $368,527 in the three months
ended May 31, 2003.  As a percentage  of revenue,  sales and  marketing  expense
increased  from 9.8% of revenue in the three  months ended May 31, 2002 to 11.3%
of revenue in the three months ended May 31, 2003.  This increase was due to the
addition of sales  personnel in our West  division as well as  additional  sales
personnel acquired with the purchase of EMC.

         General and  administrative  expenses  increased by $392,504 or 195.6%,
from  $200,649 in the three  months  ended May 31, 2002 to $593,153 in the three
months  ended May 31, 2003.  This  increase was  primarily  attributable  to the
addition of personnel in  connection  with our  purchase of EMC  ($252,025).  In
addition,  during the nine months  ended May 31, 2003,  the Company  recorded an
accrual of $140,000 liability related to a pending lawsuit. The remainder of the
general and administrative expenses remained relatively constant.

         Merger costs were $326,250 for the three months ended May 31, 2003 as
compared to zero in the prior year's three month period. These costs were
associated with professional fees related to the acquisition of EMC.


                                     - 24 -
<PAGE>


         Non-recurring  costs were  $248,131  for the three months ended May 31,
2003 as compared to zero in the prior year.  Non-recurring costs include certain
non-capitalized  cost  related to the  relocation  of its  plants and  corporate
offices  to its' new  facilities  located  in  Fremont,  California,  which  are
expected  to be in  service in third  quarter  calendar  year  2003.  Such costs
primarily include moving and relocation cost and cost for temporary labor to set
up machinery and equipment to working conditions. On July 6, 2002, we executed a
sublease for a former  facility of Tyco  Electronics,  Inc.  located in Fremont,
California.  We have begun to occupy that  facility  during the second  calendar
quarter  of 2003  and  plan to move all of our  current  operations  to that the
Freemont facility and out of Santa Clara by the end of third calendar quarter of
2003.  We have  incurred  non-capitalized  costs of $422,726  during nine months
ended  May  31,  2003  to  retrofit  that  facility  to our  specifications.  We
anticipate  we will incur  additional  facility-related  costs of  approximately
$350,000 for the foreseeable future.

Interest Expense

         Interest  expense,  including  amortization  of loan  fees in the three
months ended May 31,  2003,  increased by  $111,099,  or 150.2%,  from  interest
expense of $73,951 in the three  months  ended May 31,  2002 to  $185,050 in the
three months ended May 31, 2003.  As a percentage of revenue,  interest  expense
increased  from 3.2% in the three months ended May 31, 2002 to 5.7% in the three
months  ended May 31, 2003.  In the three  months  ended May 31, 2003,  interest
expense relates  primarily to interest  associated with our $640,000  promissory
notes  issued  in  connection  with our EMC  purchase  ($40,533)  as well as the
amortization  of the premium of $80,000  associated  with our stock  issuance in
relation to these notes. Interest expense in the three months ended May 31, 2002
primarily related to a real estate loan of approximately  $3,349,000,  factoring
of our accounts receivable and, to a lesser degree,  interest expense from lease
obligations.  We  anticipate  the amount of interest  expense to  fluctuate as a
percentage of revenue based on the timing and amounts borrowed under our line of
credit and other credit facilities we may enter into from time to time.

Other Income/(Expense), net

         Miscellaneous income decreased by $13,186 or 87.9%, from $14,994 in the
three  months  ended May 31,  2002 to $1,808 in the three  months  ended May 31,
2003.  This decrease was primarily  attributable  to gain on inventory  received
from Tyco upon the sublease of our Fremont,  CA facility during the three months
ended May 31, 2002.











                                     - 25 -
<PAGE>


NINE MONTHS ENDED MAY 31, 2003 COMPARED TO THE NINE MONTHS ENDED MAY 31, 2002

Revenue

         Revenue  increased by $1,232,503  or 19.3% from  $6,382,026 in the nine
months ended May 31, 2002 to  $7,614,529  in the nine months ended May 31, 2003.
This  increase  resulted  primarily  from  the  sales  achieved  in  our  latest
acquisition of EMC of $1,441,481. This was offset by decrease in average pricing
as a result of product mix  changes,  competitive  pressures on pricing for both
quick-turn  and  volume  orders  resulting  from  the  overall  decline  in  the
electronics  industry,  and a lower level of premium revenue.  While we see some
stabilization  in pricing as competitors  are unable to effectively  compete and
are being  forced to close,  we expect this  situation  to continue for the near
future. As each customer and customer order is essentially unique and customized
to their  specifications,  a unit sales  number other than by category of rigid,
flex, and rigid-flex is not relevant. Revenues for the nine months ended May 31,
2002 were  generated  under  different  management  and resulted from sales of a
combination of flex and rigid PCBs, but records indicating the ratio between the
two are not available.

Cost of Revenue

         Cost of revenue increased $1,539,604,  or 28.0%, from $5,497,372 in the
nine months  ended May 31, 2002 to  $7,036,976  in the nine months ended May 31,
2003.  The increase in cost of revenue  resulted  from a greater  number of PCBs
sold and an increase in labor costs  primarily  due to  inefficiencies  incurred
during the  transition  between the new  facility in Fremont and the facility in
Santa Clara. As a percentage of revenue, cost of revenue increased from 86.1% of
revenue in the nine  months  ended May 31,  2002 to 92.4% of revenue in the nine
months ended May 31, 2003.  Such  increase was caused by the reduction of prices
for the PCBs as well as the  reasons  described  above.  We  expect  the cost of
revenue to fluctuate  as a  percentage  of revenue as the costs we incur for our
materials  are  affected  by the volume of product we  purchase  to fulfill  our
customers' orders and by labor while we transition between facilities.

Gross Profit

         Gross profit decreased by $307,101 or 34.7%,  from $884,654 in the nine
months ended May 31, 2002 to $577,553 in the nine months ended May 31, 2003. The
decrease  in gross  profit  resulted  primarily  from a  greater  volume of PCBs
produced at decreased  prices as well as the increased labor costs primarily due
to  inefficiencies  incurred  during the transition  between the new facility in
Freemont and the facility in Santa Clara.  Our gross profit was 13.9% of revenue
in the nine months  ended May 31,  2002  compared to 7.6% of revenue in the nine
months  ended  May 31,  2003.  The  impact  of the  increases  in sales was also
mitigated by various  costs  relating to  materials,  production  personnel  and
overhead expenses not in place in the preceding comparable period. We expect our
gross profit to fluctuate  as a percentage  of revenue  based on the demand from
our  customers  which  affects our costs and  volatility in prices we charge our
customers due to intense competition in the PCB industry.

Operating Expenses

         Sales and  marketing  expenses  increased by $268,174,  or 41.0%,  from
$653,475  in the nine  months  ended May 31, 2002 to $921,649 in the nine months
ended May 31, 2003.

                                     - 26 -
<PAGE>


As a percentage of revenue,  sales and marketing expense increased from 10.2% of
revenue in the nine  months  ended May 31,  2002 to 12.1% of revenue in the nine
months  ended May 31,  2003.  This  increase  was due to the  addition  of sales
personnel in the nine months ended May 31, 2003 as well as the additional  sales
personnel upon the acquisition of EMC.

         General  and  administrative  expenses  increased  $444,425 or 59.2% of
sales from  $750,772 in the nine months ended May 31, 2002 to  $1,195,197 in the
nine months ended May 31, 2003.  The largest  increase  ($209,443)  was due to a
company imposed penalty  associated with the timing of the initial  registration
of Shares.  The other  increases were  associated with the increase in personnel
due to the  acquisition  of EMC offset by reduction of personnel in the West and
fewer  fees  incurred  when  the  former  company  was  in  the  process  of its
bankruptcy.  In addition, during the nine months ended May 31, 2003, the Company
recorded an accrual of $140,000 liability related to a pending lawsuit.


         During the nine months ended  February 28, 2003,  the Company  incurred
merger  costs of  $1,354,595  or 17.7% of sales as  compared to zero in the nine
months   ended  May  31,  2003.   These  merger  costs   included  the  cost  of
merger-related  consulting  services paid through  issuance of Company stock and
professional  fees  for the  merged  related  filings  with the  Securities  and
Exchange  Commission  (the  "SEC").  As part of our  business  strategy  we will
continue to seek additional  acquisitions.  Therefore,  we anticipate  incurring
merger-related costs in the future.

         Non-recurring costs increased by $429,311,  or 1337.3%, from $32,103 in
the nine months  ended May 31, 2002 to $461,414 in the nine months ended May 31,
2003. As a percentage of revenue, non-recurring costs increased from 0.5% in the
nine months  ended May 31, 2002 to  6.1% in the nine months  ended May 31, 2003.
Non-recurring  costs  include  certain   non-capitalized  cost  related  to  the
relocation of its plants and corporate offices to its' new facilities located in
Fremont,  California,  which are  expected  to be in  service  in third  quarter
calendar year 2003. Such costs primarily  include moving and relocation cost and
cost  for  temporary  labor  to  set  up  machinery  and  equipment  to  working
conditions.  On July 6, 2002,  we executed a sublease  for a former  facility of
Tyco Electronics,  Inc. located in Fremont,  California. We have begun to occupy
that facility during the second calendar quarter of 2003 and plan to move all of
our current  operations  to that the Fremont  facility and out of Santa Clara by
the end third calendar quarter of 2003. We have incurred  non-capitalized  costs
of $786,332  during the nine months ended May 31, 2003 to retrofit that facility
to our specifications.  We anticipate we will incur additional  facility-related
costs of approximately $350,000 for the foreseeable future.

         Interest  expense,  including  amortization  of loan  fees in the  nine
months ended May 31, 2003, increased by $69,389, or 30.2%, from interest expense
of $229,766 in the nine months ended May 31, 2002 to $299,155 in the nine months
ended May 31, 2003. As a percentage of revenue,  interest expense increased from
3.6% in the nine months  ended May 31, 2002 to 3.9% in the nine months ended May
31,  2003.  In the nine months  ended May 31,  2003,  interest  expense  relates
primarily to interest expense associated with our 24% $640,000 private placement
promissory  notes  which  carried  $240,000  stock value  issuance  and is being
amortized over the one-year life ($80,000  expensed during the nine months ended
May 31, 2003).  These notes were primarily  issued to facilitate our purchase of
EMC in February 2003. We anticipate  retiring these 24% promissory  notes during
the fourth  quarter.  Interest  expense in the nine  months  ended May 31,  2002
primarily related to a real estate loan of approximately  $3,349,000,  factoring
of our accounts receivable and, to a lesser degree,  interest expense from lease
obligations and a $100,000 renewal fee on our term loan. We anticipate  interest
expense, thereafter, to fluctuate as a percentage of revenue based on the timing
and amounts borrowed under our line of credit and other credit facilities we may
enter into from time to time.

                                     - 27 -
<PAGE>


         Miscellaneous  (expenses)  income increased by $69,917 or 403.4%,  from
$17,334 in the nine  months  ended May 31,  2002 to  $87,251 in the nine  months
ended May 31, 2003.  This  increase was  primarily  attributable  to gain on the
settlement of payables for professional fees with warrants issued.

LIQUIDITY AND CAPITAL RESOURCES

         Our  principal   sources  of  liquidity  have  been  cash  provided  by
operations,  borrowings under our various debt agreements and private  placement
offerings of securities. Our principal uses of cash have been for operations, to
meet debt service requirements, finance capital expenditures and for acquisition
activities.  We anticipate  these uses will continue to be our principal uses of
cash in the future.

         We will require additional financing in order to implement our business
plan.  We currently  anticipate  capital  expenditures  of at least $1.3 million
during the next 12 months in order to complete our  transition  into our Fremont
and Amesbury facilities. If the anticipated cash generated by our operations are
insufficient to fund  requirements and losses, we will need to obtain additional
funds  through  third  party  financing  in the  form  of  equity,  debt or bank
financing.  Particularly in light of our limited operating history, there can be
no assurance that we will be able to obtain the necessary  additional capital on
a timely basis or on  acceptable  terms,  if at all. In any of such events,  our
business,  prospects,  financial  condition,  and results of operations would be
materially  and  adversely  affected.  As a result  of any such  financing,  the
holders of our common stock may experience substantial dilution. In addition, as
our results may be negatively impacted and thus delayed as a result of political
and economic  factors  beyond our control,  including  the  potential war in the
Middle  East and its impact on the high  technology  market  and the  economy in
general, our capital requirements may increase.

         The  following  factors,  among others,  could cause actual  results to
differ from those  indicated in the above  forward-looking  statements:  pricing
pressures in the industry;  the loss of any of our major customers;  a continued
downturn  in the  economy  in  general or in the  technology  sector;  a further
decrease in demand for  electronic  products or continued  weak demand for these
products;  our ability to attract new  customers;  our ability to reduce  costs,
including  those  associated  with  our  restructuring   plan;  an  increase  in
competition in the market for electronic interconnect solutions; and the ability
of some of our new  customers to obtain  financing.  These factors or additional
risks and uncertainties not known to us or that we currently deem immaterial may
impair business operations and may cause our actual results to differ materially
from any forward-looking statement.

         Although we believe the expectations  reflected in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking  statements  after the date of this  report to  conform  them to
actual results or to make changes in our expectations.

         In the nine months ended May 31, 2002,  net cash used by operations was
$13,573  while in the nine  months  ended May 31,  2003  cash used in  operating
activities was $2,032,703,  an increase of 2,019,130 This increase was primarily
the result of an increase in net losses of $2,803,078.



                                     - 28 -
<PAGE>


         In the nine months  ended May 31,  2003,  we utilized  $427,254 for the
purchase of fixed  assets  compared to $130,854  used for the  purchase of fixed
assets in the nine  months  ended May 31,  2002,  an increase  of  $296,400,  or
226.5%. We have been acquiring  equipment to outfit our new facility in Fremont,
California  and  expect to expend  additional  funds to obtain  other  necessary
equipment.  We expect to incur  additional  capitalized  costs of $350,000  upon
completion.  In the nine months ended May 31, 2003,  we purchased  substantially
all of the assets of EMC for $500,000. In a separate  transaction,  we purchased
$50,000 accounts receivable of EMC in February 2003.

         As of May 31, 2003,  we raised a total of  $2,052,851  from our Private
Placement which we received  $764,552 in the quarter ended November 30, 2002 and
$1,288,299  in the quarter  ended  February  28, 2003.  We received  $300,000 in
August 2002 as advances from two  investors  which were  converted  into 400,000
shares of the Company  stock during the first  quarter  2003.  We completed  the
Private  Placement  in January  2003. A portion of the funds  received  from the
Private Placement have been used for operating activities.

         During the nine months ended May 31, 2003, we increased our  borrowings
under our credit  agreement with Alco  Financial  Services  ("Alco"),  an entity
owned by a former member of our Board of Directors, by $127,956. Under the terms
of the agreement,  we can borrow up to the sum of (1) 80% of the net face amount
of Titan's eligible accounts receivable,  plus (2) the lesser of (i) $100,000 or
(ii) 50% of the eligible  inventory.  We had no borrowings from Alco during nine
months  ended May 31, 2002.  Also during the nine months ended May 31, 2003,  we
repaid  obligations  from notes,  loans and capital lease  obligations  totaling
$42,415.  During the second quarter 2003, our  subsidiary  Titan PCB East,  Inc.
entered into a promissory  note  agreement with several  individual  lenders for
$640,000.  We received  financing of $682,060  through  short-term and long-term
debt.  In the nine months ended May 31, 2002, we received note and loan proceeds
of $367,370  and repaid  $264,309  of those  obligations,  and we also  received
$200,000  loan from a related  party to finance our  day-to-day  operations.  We
received  financing of $682,060 through short-term and long-term debt during the
nine months ended May 31, 2003.  During the nine months ended May 31, 2003, as a
result of the Merger, $2,144,146 in loans and notes were converted to equity.

         Under the terms of our agreement with Alco, we can borrow up to the sum
of (1) 80% of the net face amount of our eligible accounts receivable,  plus (2)
the lesser of (i)  $100,000 or (ii) 50% of the  eligible  inventory.  Borrowings
under the loan agreement  incur interest  charges at a rate equal to the greater
of (a) 3.5% over the  prime  rate or (b)  interest  rate at the date of the loan
agreement (June 28, 2002), and matures on June 28, 2003. This loan is subject to
a loan fee of  $24,000  for one year and a minimum  monthly  interest  charge of
$7,500, and it is secured by the accounts  receivable and inventory of Titan. As
of May 31, 2003, the balance of the loan was $861,640.  Under our agreement with
Alco,  after an event of default under the credit  facility we may not (a) grant
any extension of time for payment of any  accounts,  (b) settle any accounts for
less than the full amount of the account (c) release any account debtor;  or (d)
grant any  credits  with  respect  to any  account.  we are  subject  to certain
restrictions and covenants.





                                     - 29 -
<PAGE>


         Upon  the  effectiveness  of  the  Merger,  we  commenced  the  Private
Placement,  initially of units (each a "Unit"), each Unit being comprised of one
share of our  common  stock and a 5 year  warrant to  purchase  one share of our
common  stock at an  exercise  price of $1.50 per share.  Effective  October 28,
2002, we amended the offering  structure to provide for, among other things, the
offering of shares of common stock (without  common stock purchase  warrants) at
$0.75 per share, reduced from its previous offering price of $1.50 per Unit (the
"Repricing").  Each investor in the Private  Placement  who had purchased  Units
prior to October 28, 2002 was  provided an  opportunity  to rescind its purchase
and receive a refund of their  purchase  prices  when the terms of the  offering
were  amended.  None of the  investors  availed  themselves of the refund offer.
Instead,  those investors agreed to surrender their rights to Units and to apply
their  respective  investment  amounts  toward the  purchase of shares of common
stock at $0.75 per share. As of January 9, 2003, we had sold 2,792,567 shares of
common  stock  in  the  Private   Placement  for  aggregate  gross  proceeds  of
$2,094,426.  We intend  to use the  proceeds  of the  Private  Placement,  after
deducting  fees and  expenses  related to the  Private  Placement,  for  general
working  capital  needs and the build-out of new  facilities.  Fees and expenses
related to the Private  Placement  included  $113,905 paid to R. F. Lafferty and
Co., Inc., and $30,000 paid to Berry-Shino  Securities in consideration of their
assistance with the Private Placement. These costs were paid out of the proceeds
received from the Private Placement.

         On February  27,  2003,  through  our  subsidiary,  Titan PCB East,  we
acquired  substantially all of the assets of Eastern Manufacturing  Corporation,
for  approximately   $500,000  in  a  foreclosure  from  Eastern   Manufacturing
Corporation's  secured  lender,  Eastern  Bank.  The  acquired  assets  included
equipment,  work-in-progress,   inventory,  technology,  technology  and  patent
licenses  and customer  lists.  In  connection  with this  acquisition,  we were
assigned Eastern  Manufacturing  Corporation's  rights under a license agreement
with Coesen, to manufacture PCBs using the HVRFlex Process. We also entered into
a lease  for the  facility  in  Amesbury,  Massachusetts,  previously  leased by
Eastern  Manufacturing  Corporation.  We  financed  the  acquisition  of Eastern
Manufacturing Corporation's assets through the issuance and sale on February 27,
2003 of  secured  promissory  notes by Titan  PCB East to a  limited  number  of
accredited  investors  in a private  placement.  The  promissory  notes  have an
aggregate  face amount of $640,000,  bear interest at the rate of 24% per annum,
payable  quarterly,  and have an  expiration  date of  February  27,  2004.  The
promissory  notes are  secured by  substantially  all of the assets of Titan PCB
East.  We  expect to repay  the  promissory  notes  with the  proceeds  from the
issuance of other  short-term  promissory  notes with more favorable  terms.  In
connection with the issuance of the promissory  notes, the investors were issued
an  aggregate of 320,000  shares of common  stock,  pro rata  according to their
respective investment amounts.

         On May 9, 2003, our subsidiary Titan PCB East, Inc. entered into a loan
and security agreement with Equinox Business Credit Corp. Under the terms of the
agreement  Titan  PCB East  Inc.  can  borrow  up to for a credit  line of up to
$1,200,000  at an interest rate of 8.50% or the sum of the Prime Rate plus 3.5%.
As of May 31,  2003  Titan PCB East,  Inc.  had  borrowed  $682,060  under  this
agreement.






                                     - 30 -
<PAGE>


         We expect to significantly  increase our manufacturing  capacity in the
fourth  quarter 2003 as a result of our move to our leased  facility in Fremont,
California,  our  acquisition  of assets from EMC and our entry into a new lease
for the  manufacturing  facility in  Amesbury,  Massachusetts  that was formerly
leased by EMC. In connection with this capacity increase, we anticipate improved
process  utilization once all systems are in place and operating within expected
range at these two facilities.  The cost for our capacity expansion program from
the   re-location  to  Fremont,   California  and  the  acquisition  of  Eastern
Manufacturing Corporation's assets is expected to be approximately $1.3 million,
the majority of which has already been incurred. We expect to fund our expansion
projects  with a combination  of current cash  resources,  internally  generated
funds and external financing. Once completed, we expect these expansion projects
to increase production capacity by over 100% and we anticipate that at such time
our  manufacturing  facilities  will  support  production  of  rigid,  flex  and
rigid-flex PCBs.

         Our  planned  capacity  expansions  involve  risks.  We  may  encounter
construction   delays,   equipment  delays,  labor  shortages  or  disputes  and
production  start-up  problems that could prevent us from meeting our customers'
delivery  schedules.  We expect to incur new fixed operating expenses associated
with our expansion  efforts,  including  increases in depreciation  expenses and
lease expenses.  The current  unfavorable  economic  conditions  affecting major
customers  or the  electronics  industry  in general  may affect our  ability to
successfully  utilize our  additional  manufacturing  capacity  in an  effective
manner.  If our  revenues  do not  increase  sufficiently  to  offset  increased
expenses, our operating results may be adversely affected.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Our  exposure  to market risk for  changes in  interest  rates  relates
primarily  to the  increase or decrease in the amount of interest  income we can
earn  on  our  available  funds  for  investment.   We  ensure  the  safety  and
preservation of our invested  principal funds by limiting  default risk,  market
risk and  reinvestment  risk.  We mitigate  default  risk by  investing  in high
quality, short-term securities. We do not believe that changes in interest rates
will have a material effect on our liquidity,  financial condition or results of
operations.

         We do not have  interest  rate  risk in our  long-term  debt and do not
enter into interest rate swap  agreements.  A change in interest rates would not
affect  interest  expense  on the  $640,000  principal  amount,  24%  per  month
short-term promissory note issued to help finance the acquisition of the Eastern
Manufacturing  Corporation  assets because that instrument bears a fixed rate of
interest.

IMPACT OF INFLATION

         We  believe  that our  results of  operations  are not  dependent  upon
moderate  changes in inflation  rates as we expect we will be able to pass along
component price increases to our customers.

SEASONALITY

         We have experienced  sales  fluctuations due to customer  business shut
downs over December  holidays and the slow down of purchasing  activities in the
summer during peak vacation months.


                                     - 31 -
<PAGE>


RECENTLY ISSUED ACCOUNTING STANDARDS AND CRITICAL ACCOUNTING POLICIES

       In October  2002,  the FASB issued  Statement No. 147,  "Acquisitions  of
Certain  Financial  Institutions-an  amendment of FASB Statements No. 72 and 144
and  FASB  Interpretation  No.  9,"  which  removes  acquisitions  of  financial
institutions  from  the  scope of both  Statement  72 and  Interpretation  9 and
requires that those  transactions be accounted for in accordance with Statements
No. 141,  Business  Combinations,  and No. 142,  Goodwill  and Other  Intangible
Assets.  In addition,  this  Statement  amends SFAS No. 144,  Accounting for the
Impairment or Disposal of Long-Lived  Assets,  to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible  assets.  The  requirements  relating to  acquisitions  of  financial
institutions is effective for  acquisitions for which the date of acquisition is
on or after  October 1, 2002.  The  provisions  related  to  accounting  for the
impairment  or disposal of certain  long-term  customer-relationship  intangible
assets are effective on October 1, 2002.  The adoption of this Statement did not
have a  material  impact on the  Company's  financial  position  or  results  of
operations as the Company has not engaged in either of these activities.

         In December 2002, the FASB issued  Statement No. 148,  "Accounting  for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of  transition  for a  voluntary  change  to the  fair  value  based  method  of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends  the  disclosure  requirements  of  Statement  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used  on  reported  results.  The  transition  guidance  and  annual  disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002,  with earlier  application  permitted  in certain  circumstances.  The
interim  disclosure  provisions are effective for financial  reports  containing
financial  statements for interim periods beginning after December 15, 2002. The
adoption  of this  statement  did not have a  material  impact on the  Company's
financial  position or results of  operations  as the Company has not elected to
change to the fair value based method of  accounting  for  stock-based  employee
compensation.

         In January 2003, the FASB issued  Interpretation No. 46, "Consolidation
of Variable Interest Entities."  Interpretation 46 changes the criteria by which
one company includes another entity in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.





                                     - 32 -
<PAGE>


         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
133 on Derivative  Instruments and Hedging Activities." Statement 149 amends and
clarifies  financial   accounting  and  reporting  of  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
133,  "Accounting  for  Derivative  Instruments  and Hedging  Activities."  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003, except for certain hedging  relationships  designated after June 30, 2003.
The Company does not expect adoption of this statement to have a material impact
on the Company's financial position or results of operations.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
Financial  Instruments  with  Characteristics  of both  Liabilities and Equity."
Statement 150  establishes  standards for how an issuer  classifies and measures
certain  financial  instrument  with  characteristics  of both  liabilities  and
equity. It requires that issuers classify a financial  instrument that is within
its  scope as a  liability  (or an asset in some  circumstances).  Many of those
instruments were previously classified as equity. Some of the provisions of this
Statement with the definitions of liabilities in FASB Concepts  Statement No. 6,
"Elements of Financial  Statements." The remaining  provisions of this Statement
are consistent with the Board's  proposal to revise that definition to encompass
certain  obligations  that a reporting  entity can or must settle by issuing its
own  equity  shares,  depending  on the nature of the  relationship  established
between  the holder and the  issuer.  While the Board still plans to revise that
definition  through an amendment until it has concluded its deliberations on the
next phase of this  project.  That next phase  will deal with  certain  compound
financial  instrument  including  puttable shares,  convertible  bonds, and dual
indexed  financial  instruments.  This  Statement  is  effective  for  financial
instruments entered into modified after May 31, 2003, and otherwise is effective
at the  beginning of the first  interim  period  beginning  after June 15, 2003,
except for mandatory  redeemable  financial  instruments of non-public entities.
The Company does not expect adoption of this statement to have a material impact
on the Company's financial position or results of operations.













                                     - 33 -
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures Within the 90 days prior to the
filing  date of this  report,  the  Company  carried  out an  evaluation  of the
effectiveness  of the  design  and  operation  of its  disclosure  controls  and
procedures  pursuant to Exchange Act Rule 13a-14. This evaluation was done under
the supervision and with the participation of the Company's  President and Chief
Financial Officer. Based upon that evaluation, they concluded that the Company's
disclosure  controls and  procedures  are effective in gathering,  analyzing and
disclosing  information needed to satisfy the Company's  disclosure  obligations
under the Exchange Act.

Change in Internal  Controls There were no significant  changes in the Company's
internal  controls or in other  factors  that could  significantly  affect those
controls since the most recent evaluation of such controls.

Critical Accounting Policies The U.S. Securities and Exchange Commission ("SEC")
recently issued Financial Reporting Release No. 60, "CAUTIONARY ADVICE REGARDING
DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"),  suggesting companies
provide additional  disclosure and commentary on their most critical  accounting
policies.  In FRR 60, the SEC defined the most critical  accounting  policies as
the ones that are most  important  to the  portrayal  of a  company's  financial
condition  and  operating  results,  and  require  management  to make  its most
difficult  and  subjective  judgments,  often  as a  result  of the need to make
estimates of matters that are inherently  uncertain.  Based on this  definition,
our most  critical  accounting  policies  include:  inventory  valuation,  which
affects our cost of sales and gross margin; and allowance for doubtful accounts,
which affects the general and administrative  expenses.  The methods,  estimates
and judgments we use in applying these most critical  accounting policies have a
significant  impact  on the  results  we report  in our  consolidated  financial
statements.

Inventory  Valuation Our policy is to value  inventories at the lower of cost or
market on a  part-by-part  basis.  This  policy  requires  us to make  estimates
regarding the market value of our inventories, including an assessment of excess
or obsolete  inventories.  We determine excess and obsolete inventories based on
an  estimate  of the future  demand for our  products  within a  specified  time
horizon,  generally 12 months. The estimates we use for demand are also used for
near-term capacity planning and inventory purchasing and are consistent with our
revenue  forecasts.  If our demand forecast is greater than our actual demand we
may be required to take additional excess inventory charges, which will decrease
gross margin and net operating results in the future.  In addition,  as a result
of the  downturn  in demand for our  products,  we have  excess  capacity in our
manufacturing facilities. Currently, we are not capitalizing any inventory costs
related  to this  excess  capacity  as the  recoverability  of such costs is not
certain. The application of this policy adversely affects our gross margin.

Allowance for doubtful  accounts We maintain an allowance for doubtful  accounts
for  estimated  losses  resulting  from the  inability of our  customers to make
required  payments.  Our  allowance  for  doubtful  accounts  is  based  on  our
assessment of the  collectibility  of specific customer  accounts,  the aging of
accounts receivable,  our history of bad debts, and the general condition of the
industry.  If  a  major  customer's  credit  worthiness  deteriorates,   or  our
customers' actual defaults exceed our historical experience, our estimates could
change and impact our reported results.

                                     - 34 -
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        See Note 9 to the Company's Condensed Consolidated Financial Statements
        (above).

ITEM 2. CHANGES IN SECURITIES AND SUBSEQUENT EVENTS

          On March 5, 2003, we issued 30,000 shares of common stock to Mr.
Howard Doane in partial consideration for the acquisition of 10 shares of common
stock, par value $0.01 per share, of Coesen, which owns certain patented
technology relating to a method of manufacture of rigid-flex PCBs that we
license from Coesen. These shares were issued without registration under the
Securities Act, in reliance upon the exemptions from the registration provisions
thereof, contained in Section 4(2) of the Securities Act.

          On March 12, 2003, we issued 120,000 shares of common stock to Mr.
Fred Kudish, in exchange for consulting services. These shares were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act.

          On March 15, we issued 150,000 shares of common stock to Mr. Frank
Crivello, in exchange for consulting services. These shares were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

          On March 15, 2003, we granted warrants to purchase up to 200,000
shares of Company common stock at an exercise price of $2.00 per share, with an
expiration date of March 15, 2008 to Phoenix Investors LLC in consideration for
the performance of consulting services. These warrants were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

          On March 15, 2003, pursuant to an addendum to the Star Consulting
Agreement, we granted Star Associates LLC an additional warrants to purchase up
to 200,000 shares of common stock at an exercise price of $2.00 per share, with
an expiration date of March 15, 2008. These warrants were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

          On March 15, 2003, we issued 150,000 shares of common stock to Mr.
Andrew Glashow, in exchange for consulting services. These shares were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act.





                                     - 35 -
<PAGE>


          On April 22, 2003, we issued 15,000 shares of common stock to Mr.
Lawrence McFall, in exchange for consulting services. These shares were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act.

          On May 19, 2003, we issued 25,000 shares of common stock to Mr. Fred
Covino and Joe Thoman (a total of 50,000 shares), in relation to employment
agreements with these two employees. These shares were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits

              99.1 Chief Executive Officer Certification
              99.2 Chief Financial Officer Certification

              (b) Reports on Form 8-K

              On March 3, 2003, the Company filed a current report on Form 8-K
              announcing that on February 19, 2003 the Company signed a letter
              of intent to purchase substantially all the assets of Eastern
              Manufacturing Corporation

              On March 10, 2003, the Company filed a current report on Form 8-K
              announcing that on February 27, 2003 the Company completed the
              previously announced purchase of substantially all the assets of
              Eastern Manufacturing Corporation

              On March 11, 2003, the Company filed a current report on Form 8-K
              announcing the replacement of two of the Board of Directors and
              the appointment of an Executive Vice President

              On March 11, 2003, the Company filed a current report on form 8-K
              announcing the purchase of a 33.3% share in Coesen

              On April 15, 2003, the Company filed a current report on form
              8-K/A announcing that the acquisition of Eastern Manufacturing
              Corporation did not require financial statements be presented

              On May 3, 2003, the Company filed a current report on Form 8-K
              announcing effective April 30, 2003, the resignation of certain
              officers as well as the appointment of a new Chief Executive
              Officer

              On May 15, 2003, the company filed a current report on Form 8-K
              announcing effective May 13, 2003, the resignation of the current
              Chairman of the Board and the appointment of a new Chairman of the
              Board as well as the addition of a new Board member.

              On May 15, 2003, the Company filed a current report on Form 8-K
              announcing that its subsidiary, Titan PCB East, Inc. secured
              financing from Equinox Business Credit Corp.


                                     - 36 -
<PAGE>



                               S I G N A T U R E S

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.

                                      VENTURES-NATIONAL INCORPORATED
                                      (Registrant)

Dated: July 16, 2003                  /s/ James E. Patty
       -------------                  -----------------------------------------
                                      Chief Executive Officer and President
                                      (Principal Executive Officer)

                                      /s/ Daniel Guimond
                                      -----------------------------------------
                                      (Acting Chief Financial Officer)













                                     - 37 -