<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-QSB

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 2002

                        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 No.)

             1855 Norman Avenue, Santa Clara, California 95054-2029
                    (Address of principal executive offices)

                                 (408) 727-7513
                    (Registrant's telephone number, including
                                   area code)
                               ------------------

         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 [ ] No [x]

         Number of outstanding shares of common stock, par value $0.001 per
share, as of January 14, 2003 was 12,849,797.


<PAGE>

                                Table of Contents


PART 1:  FINANCIAL INFORMATION

Item 1.           Unaudited Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets
                    as of November 30, 2002
                  Condensed Consolidated Statements of Operations
                    For the fiscal quarter ended November 30, 2002 and 2001

                  Condensed Consolidated Statements of Cash Flows
                    For the fiscal quarter ended November 30, 2002 and 2001

                  Notes to Condensed Consolidated Financial Statements

Item 2.           Management's Discussion and Analysis of Financial
                    Conditions and Results of Operations

Item 3.           Controls and Procedures

PART II: OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of the Shareholders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

SIGNATURES




<PAGE>


Item 1.    Consolidated Financial Statements

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

<TABLE>
<CAPTION>
                                                                   November 30,
                                                                       2002
                                                                       ----

                                    ASSETS
<S>                                                               <C>
Current assets:
  Cash and cash equivalents                                       $     477,318
  Accounts receivable, net                                            1,213,223
 Inventories, net                                                       262,556
  Deferred cost                                                          69,190
 Other current assets                                                    28,075
                                                                  -------------
Total current assets                                                  2,050,362

Property, equipment and improvements,
  net of accumulated depreciation and
  amortization                                                        2,535,537
 Intangible assets, net of accumulated
  amortization                                                           46,721
Other assets                                                            137,572
                                                                 --------------
                                                                 $    4,770,192
                                                                 ==============

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:
 Accounts payable and accrued expenses                           $    1,172,729
 Loans and notes payable to
    related parties                                                   3,039,977

Current portion of long-term debt                                       175,142
Current portion of capital lease obligations                            144,227
                                                                 --------------
Total current liabilities                                             4,532,075

Long-term debt, less current portion                                     89,217
Capital lease obligations, less current portion                         289,403
Stockholders' equity (deficit):
  Common stock, $0.001 par value, 950,000,000
    Shares authorized; 8,969,101 issued and outstanding                   8,969
Additional paid-in capital                                            2,671,777
 Accumulated deficit                                                 (2,821,249)
                                                                 --------------
Total stockholders' deficit                                            (140,503)
                                                                 --------------
                                                                 $    4,770,192
                                                                 ==============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (dba TITAN GENERAL HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                Quarter Ended
                                                                 November 30
                                                           2002             2001
                                                           ----             ----
<S>                                                     <C>            <C>
Revenue                                                 $ 2,077,169    $ 1,978,097

Cost of revenue                                           1,965,542      1,774,902
                                                        -----------    -----------

Gross profit                                                111,627        203,195
                                                        -----------    -----------

Operating expenses:
         Sales and marketing                                247,824        225,028
         General and administrative                         306,655        183,894
         Non-recurring costs                                613,503         23,153
                                                        -----------    -----------
                                                          1,167,982        432,075
                                                        -----------    -----------

Loss from operations                                     (1,056,355)      (228,880)
                                                        -----------    -----------

Other income (expense)
         Interest expense                                   (56,983)      (124,558)
         Miscellaneous                                          640         10,209
                                                        -----------    -----------

         Total other income (expense)                       (56,343)      (114,349)
                                                        -----------    -----------


Net loss                                                $(1,112,698)   $  (343,229)
                                                        ===========    ===========

Net loss per share - basic and diluted                  $     (0.15)   $     (0.43)

Number of weighted average shares - basic and diluted     7,428,163        800,000
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.

<PAGE>

                         VENTURES-NATIONAL INCORPORATED
                       (dba TITAN GENERAL HOLDINGS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         Quarter Ended
                                                                          November 30
                                                                        2002         2001
                                                                        ----         ----

<S>                                                                <C>            <C>
Cash flows provided by (used for) operating activities
  Net loss                                                         $(1,112,698)   $   (343,229)
  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
         Depreciation and amortization                                  93,549         117,128

         Non-cash compensation                                         427,500              --
  Changes in assets and liabilities:
    (Increase) decrease in assets
         Accounts receivable                                            24,527
                                                                                       308,694
         Inventories                                                    35,444
                                                                                       (35,675)
         Deferred costs                                                (34,190)             --
         Other current assets                                           51,187          26,953
         Other assets                                                   (6,513)         28,306
    Increase (decrease) in liabilities
         Accounts payable and accrued expenses                         110,950         108,453
                                                                   -----------     -----------

           Total adjustments                                           702,454         553,859
                                                                   -----------     -----------

           Net cash from (used by) operating activities               (410,244)        210,630
                                                                   -----------     -----------

Cash flows provided by (used for) investing activities:
    Purchases of fixed assets                                         (137,624)        (44,134)
                                                                   -----------     -----------

           Net cash used by investing activities                      (137,624)        (44,134)
                                                                   -----------     -----------

Cash flows provided by (used for) financing activities:
  Principal proceeds on line of credit
    from related party                                                 202,487              --
  Payments on notes and loans payable                                   (1,308)             --
  Proceeds from long-term debt                                              --          65,372
  Payments on capital lease obligations                                (17,252)        (24,199)
  Repayments of loans payable to related parties                            --        (167,500)
  Proceeds from Private Placement Offering                             764,552              --
                                                                   -----------     -----------

           Net cash provided by financing activities                   948,479        (126,327)
                                                                   -----------     -----------

Net increase (decrease) in cash                                        400,611          40,169
Cash, beginning of quarter                                              76,707         180,134
                                                                   -----------     -----------

Cash, end of quarter                                               $   477,318     $   220,303
                                                                   ===========     ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

<PAGE>


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

<TABLE>
<CAPTION>
                                                                         Quarter Ended
                                                                          November 30
                                                                        2002         2001
                                                                        ----         ----
<S>                                                                <C>             <C>
Supplemental disclosure of cash flow information:

         Interest paid                                             $    56,983     $   124,558

Non-cash activities:

         Issuance of common stock for
           consulting fees                                         $   427,500               -

         Issuance of common stock for
           debt conversion                                         $   300,000               -

</TABLE>














See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>


                         VENTURES-NATIONAL INCORPORATED
                       (dba TITAN GENERAL HOLDINGS, INC.)
         Notes to Unaudited Condensed Consolidated Financial Statements
                                   (Unaudited)


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 Inc., 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. All significant intercompany accounts and transactions have been
eliminated in preparation of the condensed consolidated financial statements.

         As of November 30, 2002, Titan had a working capital deficit of
$2,481,713 and an accumulated deficit of $2,821,249.

         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 printed circuit boards with the equipment capability for
expansion to include backplane assembly. We provide time-critical printed
circuit board manufacturing services to original equipment manufacturers and
electronic manufacturing services providers. 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. Our time sensitive and high
quality manufacturing services enable our customers to shorten their
time-to-market cycle throughout their product's research and development phase
as well as their product's introduction and ramp-up 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. We have no material operations
other than those of Titan.


Recently Issued Accounting Standards

<PAGE>

         In July 2001, the Financial Accounting Statement Board ("FASB") issued
SFAS No. 141 "Business Combinations." SFAS No. 141 supersedes Accounting
Principles Board ("APB") No. 16 and requires that any business combinations
initiated after June 30, 2001 be accounted for as a purchase, therefore
eliminating the pooling-of-interest method defined in APB 16. The statement is
effective for any business combination initiated after June 30, 2001, and shall
apply to all business combinations accounted for by the purchase method for
which the date of acquisition is July 1, 2001 or later. We have implemented the
provisions of SFAS No. 141 and have concluded that the adoption does not have a
material impact on our financial statements.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangibles." SFAS No. 142 addresses the initial recognition, measurement and
amortization of intangible assets acquired individually or with a group of other
assets (but not those acquired in a business combination), and addresses the
amortization provisions for excess cost over fair value of net assets acquired
or intangibles acquired in a business combination. The statement is effective
for fiscal years beginning after December 15, 2001, and is effective July 1,
2001 for any intangibles acquired in a business combination initiated after June
30, 2001. We have implemented the provisions of SFAS No. 142 and have concluded
that the adoption does not have a material impact on our financial statements.

         In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair value of a
liability for asset retirement obligations in the period in which they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction, and development or through the normal operation of a long-lived
asset. When a liability is initially recorded, the company would capitalize the
cost, thereby increasing the carrying amount of the related asset. The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value. Upon settlement of
the liability, the obligation is settled at its recorded amount or the company
incurs a gain or loss. The statement is effective for fiscal years beginning
after June 30, 2002. We have implemented the provisions of SFAS No. 143 and have
concluded that the adoption does not have a material impact on our financial
statements.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses the
accounting and reporting for the impairment or disposal of long-lived assets.
The statement provides a single accounting model for long-lived assets to be
disposed of. New criteria must be met to classify the asset as an asset
held-for-sale. This statement also focuses on reporting the effects of a
disposal of a segment of a business. This statement is effective for fiscal
years beginning after December 15, 2001. We have implemented the provisions of
SFAS No. 144 and have concluded that the adoption does not have a material
impact on our financial statements.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers." This statement amends FASB Statement No. 13, "Accounting for
Leases," to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. We do not expect the adoption to have a material impact to our
financial position or results of operations.

         In July 2002, the FASB issued SFAS No. 146 "Accounting for Exit or
Disposal Activities." The provisions of this statement are effective for
disposal activities initiated after December 31, 2002, with early application
encouraged. We do not expect the adoption of FASB No. 146 to have a material
impact to our financial position or results of operations.


2.  Earnings (Loss) Per Common Share


<PAGE>

         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
November 30, 2002, Titan had approximately 1,085,000 common stock equivalent
shares.

         For the quarter ended November 30, 2001, the Company was not a publicly
traded entity. Therefore, basic loss per common share and diluted loss per
common share presented for the quarter ended November 30, 2001, calculated on
the same basis as the quarter ended November 30, 2002, is presented pro-forma
only.

3.   Private Placement Offering and Common Stock Transactions

         As of November 30, 2002, we raised $1,064,552 from our private
placement offering (the "Private Placement") and issued 1,419,400 shares of
Common Stock at $0.75 per share. Of the total raised to date, we received
$764,552 during the quarter ended November 30, 2003 and $300,000 during August
2002. We expect to close our Private Placement in January 2003. A portion of the
funds raised through November 30, 2002 have been used for operating activities.

         The Company also had two non-interest bearing loans payable totaling
$300,000, ($150,000 each) which were converted to 400,000 shares of common stock
at $0.75 per share. Such conversions are reflected in the unaudited Balance
Sheet at November 30, 2002.

4.  Loans and Notes Payable - Related Parties

         On June 28, 2002, Titan entered into a loan and security agreement (the
"Agreement") with Alco Financial Services, an entity owned by a member of its
Board of Directors, 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 Agreement, the
Company can borrow up to the sum of (1) 80% of the net face value of the
Company's eligible accounts receivable, plus (2) the lesser of (i) $100,000 or
(ii) 50% of eligible inventory. The 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 Company. The Company is subject to certain restrictions and
covenants. During the quarter ended November 30, 2002, the Company amortized
loan fees of $6,000 and paid interest of $38,946. The outstanding principal
balance was $936,171 at November 30, 2002.

         At November 30, 2002, the Company owed approximately $353,000 of a
non-interest bearing loan to a major shareholder. In December 2002,
approximately $103,000 of the obligation was converted into 137,334 shares of
common stock at $0.75 per share.

         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.


5. Non-Recurring Cost:

Merger Cost


<PAGE>

         During the quarter ended November 30, 2002, the Company incurred merger
related cost of $503,429 which includes primarily legal and consulting fees.

Other Non-Recurring Cost

         Non-recurring cost also includes certain setup up cost totaling
$110,076 for its new facilities located in Fremont, California.


6. 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 November
30, 2002, 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.

7.  Subsequent Events

         Subject to the approval by the stockholders, on December 18, 2002, the
Board of Directors approved an Employee Stock Option Plan (the "ESOP") and a
Director Stock Option Plan (the "DSOP"). Subject to such stockholders' approval,
Titan can additionally allocated 1,000,000 and 450,000 shares for issuance under
the ESOP and DSOP, respectively and conditionally granted 50,000 options under
the ESOP and 100,000 options to directors under the DSOP. Condition upon
stockholder' approval, such ESOP shares were conditionally granted at $1.50 per
share, are subject to ratable vesting over five years and expire ten years from
grant date. The DSOP shares were granted at $1.50 per share, were fully vested
at the grant date, and expire (subject to earlier termination or exercise) ten
years from the grant date.

         The DSOP, contains provisions so that upon first election or
appointment to the Board, each newly elected eligible director will be granted
an option to purchase 50,000 shares. Immediately following each annual
stockholders meeting, commencing with the meeting following the close of fiscal
year 2002, an eligible director serving as Chairman of the Board, other than an
eligible director first elected to the Board within the 12 months immediately
preceding and including such meeting, will be granted an option to purchase
50,000 shares; and each eligible director, other than an eligible director first
elected to the Board within the 12 months immediately preceding and including
such meeting, will be granted an option to purchase 50,000 shares.

         On December 18, 2002, the Board of Directors, subject to approval by
the stockholders, approved the grant of 480,000 non-qualified stock options to
employees.

         At November 30, 2002, the Company owed approximately $353,000 of a
non-interest bearing loan to a major shareholder. In December 2002,
approximately $103,000 of the obligation was converted into 137,334 shares of
common stock at $0.75 per share.

         At November 30, 2002, the Company owed $1,741,146 to Ohio Investors, 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.


<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


         The following discussion of our financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the related notes and the other financial
information included in this Quarterly Report on Form 10-QSB. This discussion
and analysis contains forward-looking statements based on current expectations
that involve numerous risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of specified factors, including those set forth in the section below
entitled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-QSB.

         This discussion and analysis should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" set forth in our annual report on Form 10-KSB for the fiscal year
ended August 31, 2002, filed with the Securities and Exchange Commission.


OVERVIEW

         We are a manufacturer of time sensitive, high tech, prototype and
pre-production printed circuit boards with the equipment capability for
expansion to include backplane assembly. We provide time-critical, one-stop
printed circuit board manufacturing services to original equipment manufacturers
and electronic manufacturing services providers. 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. Our focus is on niche printed
circuit boards consisting of complex, high layer count, fine-lines and
high-performance materials with capabilities to deliver in 24 hours, at premium
pricing, to standard 10 day lead time.

         Our products are manufactured in accordance with customers' design
specifications. We price our services based on the degree of complexity of the
printed circuit boards, the quantities ordered and the customers' delivery
requirements. There is substantial competition from other printed circuit board
manufacturers and the prices we charge our customers may also reflect price
competition.

         We extend customary credit terms to our customers and generally do not
require collateral. We perform ongoing credit evaluations of the financial
condition of our customers and maintain an allowance for doubtful accounts based
upon historical collection experience and anticipated collections from our
customers. Although we provide an allowance for doubtful accounts, our actual
collections may differ materially from our estimates and revisions to our
estimates may be required.

         We recognize revenue upon shipment to our customers. We record net
revenue as our gross revenue less an allowance for returns. We provide our
customers a limited right of return for defective printed circuit boards and
record an allowance for estimated revenue returns at the time of sale based on
our historical results. Because our customers quickly test the printed circuit
boards we manufacture for them, the majority of returns for defects occur within
the first 15 days following shipment. At November 30, 2002, we provided an
allowance for revenue returns of $30,000. Actual return may differ materially
from our estimates and revisions to the allowances may be required.


<PAGE>


RESULTS OF OPERATIONS

First Fiscal Quarter 2003 (November 30, 2002) Compared to First Fiscal Quarter
2002 (November 30, 2001)


The following table presents our operating results for the three month periods
ended November 30, 2002 ("Q1-03") and November 30, 2001 ("Q1-02") as a
percentage of revenue represented by selected items from the unaudited Condensed
Consolidated Statement of Operations and should be read in conjunction with the
unaudited Condensed Consolidated Financial Statements found elsewhere herein.


                                                    November 30
                                                    -----------
                                                2002            2001
                                                ----            ----

Revenue                                          100%           100%
Cost of revenue                                   95             90
                                                ----           ----
Gross profit                                       5             10

Operating expenses:
         Sales and marketing                      12             11
         General and administrative               15             10
         Non-recurring costs                      30              1
                                                ----           ----
                                                  57             22
                                                ----           ----

Loss from operations                             (52)           (12)
                                                ----           ----

Other income (expense)
         Interest expense                         (2)            (7)
         Miscellaneous                            --              1
                                                ----           ----
           Total other income (expense)           (2)            (6)

Net loss                                         (54)%          (18)%
                                                ====           ====


Revenue

         Revenue increased by $99,072 or 5% from $1,978,097 in Q1-02 to
$2,077,169 in Q1-03. This increase resulted primarily from an increase in the
number of printed circuit boards sold, partially offset by the decrease in
selling prices. We expect the number of printed circuit boards 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
printed circuit board industry.

Cost of Revenue

         Cost of revenue increased $190,064, or 11%, from $1,774,902 in Q1-02 to
$1,965,542 in Q1-03. The increase in cost of revenue resulted from a greater
number of printed circuit boards sold. As a percentage of revenue, cost of
revenue increased from 90% of revenue in Q1-02 to 95% of revenue in Q1-03. Such
increase was caused by the reduction of prices for the printed circuit boards.
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.

<PAGE>


Gross Profit

         Gross profit decreased $91,568, or 45%, from $203,195 in Q1-02 to
$111,627 in Q1-03. The decrease in gross profit resulted primarily from a
greater volume of printed circuit boards produced at decreased prices. Our gross
profit was 10% of revenue in Q1-02 compared to 5% of revenue in Q1-03. 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 printed circuit board industry.


Operating Expenses

         Sales and marketing expenses increased by $22,796, or 10%, from
$225,028 in Q-02 to $247,824 in Q1-03. As a percentage of revenue, sales and
marketing expense increased from 11% of revenue in Q1-02 to 12% of revenue in
Q1-03. This increase was due to the addition of sales personnel in Q1-03. 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.

         General and administrative expenses increased by $122,761, or 67%, from
$183,894 in Q1-02 to $306,655 in Q1-03. As a percentage of revenue, general and
administrative costs increased from 10% of revenue in Q1-02 to 15% of revenue in
Q1-03. The increase was due to the addition of personnel and additional
professional fees incurred as a publicly traded company after the merger, which
took place on August 30, 2002. We anticipate our general and administrative
costs will increase and fluctuate as a percentage of revenue related to our
operations as a result of our operations.

         Non-recurring costs include expenses related to merger activities,
including the value of merger-related consulting services paid through issuance
of Company stock, professional fees incurred for the merger related filings with
the Securities and Exchange Commission, and the expense of developing new
facilities, which are expected to be in service in Q3-03. Non-recurring costs
increased by $590,350, or 2,550%, from $23,153 in Q1-02 to $613,503 in Q1-03. As
a percentage of revenue, non-recurring costs increased from 1% in Q1-02 to 30%
in Q1-03. On July 6, 2002, we executed a sublease for a former facility of Tyco
Electronics, Inc. located in Fremont, California. It is our intention to occupy
that facility during the first calendar quarter of 2003 and move all of our
current operations to that facility. We have incurred costs of approximately
$100,000 during Q1-03 to retrofit that facility to our specifications. We
anticipate we will incur facility related costs of approximately $75,000 for the
foreseeable future. The increase in non-recurring costs during Q1-03 also
included costs as a result of recent merger activities. As part of our business
strategy we will continue to seek additional acquisitions. Therefore, we
anticipate incurring merger-related costs in the future. We anticipate
non-recurring costs to fluctuate as a percentage of revenue due to the timing of
expenditures to retrofit the Fremont facility and our merger activities.

         Interest expense, including amortization of loan fees during Q1-03,
decreased by $67,575, or 54%, from interest expense of $124,558 in Q1-02 to
$56,983 in Q1-03. As a percentage of revenue, interest expense decreased from 7%
in Q1-02 to 2% in Q1-03. In Q1-03, interest expense relates primarily to our
line of credit with an entity owned by a member of our board of directors and,
to a lesser degree, interest expenses for the purchase and lease of equipment.
Interest expense in Q1-02 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 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.

Net Loss


<PAGE>


         Our net loss increased by $769,469, or 225%, from net losses of
$343,229 in Q1-02 to $1,112,698 in Q1-03. As a percentage of revenue, net loss
increased from 18% in Q1-02 to 54% in Q1-03 largely due to non-recurring costs
incurred during Q1-03.


Liquidity and Capital Resources

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

         In Q1-02, net cash provided by operations was $210,630 while in Q1-03
we used net cash of $410,244 in operating activities, a decrease of $620,874 or
295% comparing Q1-02 to Q1-03. This decrease was caused, in part, by an increase
in net losses of $769,470 from Q1-02 to Q1-03.

         In Q1-03 we used $137,624 for the purchase of fixed assets compared to
$44,134 use for the purchase of fixed assets in Q1-2002, an increase of $93,490,
or 212%. We have been acquiring equipment to outfit our new facility in Fremont,
California and expect to expend additional funds to obtain other necessary
equipment. The Company expects to incur additional capitalized costs of $538,000
upon completion.

         During Q1-2003, we increased our borrowings under the Alco agreement, a
related party, by $202,487. We had no borrowings from Alco during Q1-02. Also
during Q1-03 we repaid obligations from notes, loans and capital lease
obligations totaling $18,559. In Q1-2002 we received note and loan proceeds of
$65,372 and repaid $24,199 of those obligations.

         As of November 30, 2002, we raised a total of $1,064,552 from our
Private Placement which we received $764,552 in the quarter ended November 30,
2002. We received $300,000 in August 2002 as advances from two investors which
were converted into 400,000 shares of the Company stock during Q1-03. The
Company anticipates completion of the Private Placement to occur in January
2003. A portion of the funds received from the Private Placement have been used
for operating activities. We anticipated the fees for the private placement to
be approximately $145,000.


<PAGE>


                                  RISK FACTORS

         Information contained in this Form 10-QSB contains "forward-looking
statements." An investment in our common stock involves a high degree of risk.
You should carefully consider the factors described below, in addition to those
discussed elsewhere in this report, in analyzing an investment in our common
stock. If any of the risks described below materialize, our business, financial
condition and results of operations would likely suffer, the value of our common
stock could be adversely affected and you could lose all or part of the money
you paid for our common stock. In addition, the following factors could cause
our actual results to differ materially from those projected in our
forward-looking statements, whether made in this 10-QSB, our annual report on
form 10-KSB, future press releases SEC filings or orally, whether in
presentations, responses to questions or otherwise.

          Unless otherwise described therein, or unless the context otherwise
requires, references to "the Company", "Titan", "we", "our", "us", "it" or
"its", refer to the Company, together with its subsidiaries and affiliates, and
their respective predecessors.

         Considerations and Risks Relating to Our Business and the Company

We have a limited operating history.

         We were incorporated in 1985 and had no material operations between
1990 and early 2000. We recommenced our development stage in early 2000, and had
no material operations from such time until the Merger. Titan's predecessor,
SVPC, commenced its operations in July 2001. Accordingly, we have a limited
operating history. Investors must consider the risks and difficulties frequently
encountered by early stage companies, particularly in rapidly evolving markets
such as the printed circuit board industry. Such risks include the following:

o   competition;

o   need for increased acceptance of products;

o   ability to continue to develop and extend our brand identity;

o   ability to anticipate and adapt to a competitive market;

o   ability to effectively manage rapidly expanding operations;

o   amount and timing of operating costs and capital expenditures relating
    to expansion of our business, operations, and infrastructure;

o   ability to provide superior customer service; and

o   dependence upon key personnel.

         We cannot be certain that our business strategy will be successful or
that we will successfully address these risks. In the event that we do not
successfully address these risks, our business, prospects, financial condition
and results of operations could be materially and adversely affected.
Information regarding all our past operations prior to the Merger can be found
in our reports/registration statements that have been previously filed with the
Securities and Exchange Commission.


<PAGE>

We do not have a history of profitability and, consequently, cannot predict
whether we will ever reach profitability.

         Since recommencing our development stage activities, and Titan EMS,
Inc., since inception, have not generated profits. Moreover, we will need to
increase significantly our operating expenses to implement our business plan. As
a result of the foregoing factors, we could incur significant losses on a
quarterly and annual basis for the foreseeable future. Our ability to generate
revenue and profits in the long term will depend primarily upon the successful
implementation of our business plan. No assurance can be given that we will be
successful in implementing our business plan or that we will generate sufficient
revenue to achieve profitability.

         If the anticipated cash generated by our operations are insufficient to
fund requirements and losses, we will need to obtain additional funds. There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all.

We believe that we will require additional financing to implement our business
plan.

         We anticipate that we will require additional financing in order to
implement our business plan. Such financing may be 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.

Fluctuations in operating results may affect our stock price.

         Our operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are outside our control. These
factors include: (i) the amount and timing of capital expenditures and other
costs relating to the implementation of our business plan, including
acquisitions of, and investments in, competing or complementary companies or
technologies; (ii) our introduction of new products or services or by our
competitors; (iii) pricing changes in the printed circuit board manufacturing or
assembly industries; (iv) technical difficulties with respect to the use of our
products; (v) regulatory changes; and (vi) general economic conditions and
economic conditions specific to the printed circuit board manufacturing
industry. As a strategic response to changes in the competitive environment, we
may from time to time make certain pricing, service, or marketing decisions or
acquisitions that could have a material adverse effect on our business,
prospects, financial condition, and results of operations.

We do not expect to pay cash dividends in the foreseeable future.

         We have not paid dividends or other distributions and do not intend to
pay dividends or other distributions for the foreseeable future, and we intend
to reinvest all of our earnings in the development of our business. In addition,
we may enter into agreements with lenders or other financing parties that
restrict or prohibit the payment of dividends or other distributions.
Accordingly, no assurance can be given that we will pay any dividend or other
distributions to the holders of our capital stock.

We are heavily dependent upon the electronics industry, and excess capacity or
decreased demand for products produced by this industry could result in
increased price competition as well as a decrease in our gross margins and unit
volume sales.

         Our business is heavily dependent on the electronics industry. A
majority of our revenue are generated from the networking, high-end computing
and computer peripherals segments of the electronics industry, which is
characterized by intense competition, relatively short product life-cycles and
significant fluctuations in product demand. Furthermore, these segments are
subject to economic cycles and have experienced in the past, and are likely to
experience in the future, recessionary periods. A recession or any other event
leading to excess capacity or a downturn in these segments of the electronics
industry could result in intensified price competition, a decrease in our gross
margins and unit volume sales and materially affect our business, prospects,
financial condition and results of operations.


<PAGE>


If we are unable to respond to rapid technological change and process
development, we may not be able to compete effectively.

         The market for our products is characterized by rapidly changing
technology and continual implementation of new production processes. The future
success of our business will depend in large part upon our ability to maintain
and enhance our technological capabilities, to develop and market products that
meet changing customer needs and to successfully anticipate or respond to
technological changes on a cost-effective and timely basis. We expect that the
investment necessary to maintain our technological position will increase as
customers make demands for products and services requiring more advanced
technology on a quicker turnaround basis. We may not be able to borrow
additional funds in order to respond to technological changes as quickly as our
competitors. In addition, the printed circuit board industry could encounter
competition from new or revised manufacturing and production technologies that
render existing manufacturing and production technology less competitive or
obsolete. We may not respond effectively to the technological requirements of
the changing market. If we need new technologies and equipment to remain
competitive, the development, acquisition and implementation of those
technologies and equipment may require us to make significant capital
investments. In the event that we do not successfully address these risks, our
business, prospects, financial condition and results of operations would be
materially and adversely affected.

We are dependent upon a small number of customers for a large portion of our net
sales, and a decline in sales to major customers could materially adversely
affect our results of operations.

         A relatively small number of customers are responsible for a
significant portion of our net sales. For the year and quarter ended August 31,
2002 and November 30, 2002, ten customers accounted for 41% and 39% of our
revenue, respectively. Our principal customers may not continue to purchase
products from us at past levels and we expect a significant portion of our net
sales will continue to be generated by a small number of customers. Our customer
concentration could increase or decrease depending on future customer
requirements, which will depend in large part on market conditions in the
electronics industry segments in which our customers participate. The loss of
one or more major customers or a decline in sales to our major customers could
significantly harm our business and results of operations. In addition, we
generate significant accounts receivable in connection with providing services
to our customers. If one or more of our significant customers were to become
insolvent or were otherwise unable to pay for the services provided by us, our
business, prospects, financial condition and results of operations will be
materially and adversely affected.

Our results of operations are subject to fluctuations and seasonality, and
because many of our operating costs are fixed, even small revenue shortfalls
would materially decrease our gross margins.

         Our results of operations vary for a variety of reasons, including:

o   timing of orders from and shipments to major customers;

o   the levels at which we utilize our manufacturing capacity;

o   changes in the pricing of our products or those of our competitors;

o   changes in our mix of revenue generated from quick-turn versus standard
    lead time production;

o   expenditures or write-offs related to acquisitions; and

o   expenses relating to expanding the existing manufacturing facility.


<PAGE>

         A significant portion of our operating expenses is relatively fixed in
nature and planned expenditures are based in part on anticipated orders.
Accordingly, even a relatively small revenue shortfall would materially decrease
our gross margins. In addition, depending on the patterns in the capital
budgeting and purchasing cycles of our customers and our end-markets served and
the seasonality of the computer industry generally, our sales may be subject to
seasonal fluctuation. Such seasonal trends may cause fluctuations in our
quarterly operating results in the future. Results of operations in any period
should not be considered indicative of the results to be expected for any future
period. In addition, our future quarterly operating results may fluctuate and
may not meet the expectations of investors. If this occurs, our ability to raise
future equity financing from existing or new investors may be materially
adversely impacted.

Because we sell on a purchase order basis, we are subject to uncertainties and
variability in demand by our customers, which could decrease revenue and
materially adversely affect our operating results.

         We sell to customers on a purchase order basis rather than pursuant to
long-term contracts and, consequently, our net sales are subject to short-term
variability in demand by our customers. Customers submitting a purchase order
may cancel, reduce or delay their order for a variety of reasons. The level and
timing of orders placed by our customers vary due to:

o    customer attempts to manage inventory;

o    changes in customers' manufacturing strategies, such as a decision by a
     customer to either diversify or consolidate the number of printed
     circuit board manufacturers used or to manufacture their own products
     internally; and

o    variation in demand for our customers' products.

         Significant or numerous terminations, reductions or delays in our
customers' orders could materially adversely impact our operating results. In
the event that we do not successfully address these risks, our business,
prospects, financial condition and results of operations will be materially and
adversely affected.

Our indebtedness could adversely affect our financial condition and the
restrictions imposed by the terms of debt instruments may severely limit our
ability to plan for or respond to changes in our business.

     As of November 30, 2002, the total amount outstanding under our credit
facility ($1.2 million maximum available credit line) was $936,171, with no
amounts available under our existing credit facility for future borrowings.

     Our level of debt could have negative consequences. For example, it could:

o    require us to dedicate a substantial portion of our cash flow from
     operations to repayment of debt, limiting the availability of cash for
     other purposes;

o    increase our vulnerability to adverse general economic conditions by making
     it more difficult to borrow additional funds to maintain our operations if
     we suffer revenue shortfalls;

o    hinder our flexibility in planning for, or reacting to, changes in our
     business and industry by preventing us from borrowing money to upgrade our
     equipment or facilities; and

o    limit or impair our ability to obtain additional financing in the future
     for working capital, capital expenditures, acquisitions or general
     corporate purposes.


<PAGE>


     One of our Directors, Mr. Robert Weisberg, is the Chief Executive Officer
of ALCO Financial Services, LLC, the lender under our credit facility.

If we experience excess capacity due to variability in customer demand, our
gross margins may fall.

         We generally schedule our quick-turn production facility at less than
full capacity to retain our ability to respond to unexpected additional
quick-turn orders. However, if these orders are not made, we may forego some
production and could experience excess capacity. When we experience excess
capacity, our sales revenue may be insufficient to fully cover our fixed
overhead expenses and our gross margins will fall. Conversely, we may not be
able to capture all potential revenue in a given period if our customers'
demands for quick-turn services exceeds our capacity during that period.

We are in the process of expanding our business into new products and services
and may not be able to compete effectively with other companies who have been in
these businesses longer than we have.

         We are in the process of expanding our business operations to include a
rigid-flex and backplane assembly operations and by moving into a newer, larger
facility in Fremont, California. We will be competing with companies that have
substantially greater financial and manufacturing resources than we have and who
have been providing these services longer than us. We may not be able to
successfully compete on this basis with more established competitors.

Since July 2001, our predecessor, SVPC Partners, LLC ("SVPC"), expanded our
operations through certain acquisitions and we may experience significant
difficulties integrating these or any future acquisitions in expanding our
business.

         Between July 2001 and the completion of the Merger, Titan consummated
several acquisitions, including, acquisition of certain non-real estate assets
of SVPC (which included certain assets that it had acquired from SVPC Circuit
Systems, Inc. and Circuit Systems, Inc.) and certain assets of Paragon
Electronic Systems, Inc. Both us and Titan have a limited history of owning and
operating our businesses on a consolidated basis. We may not be able to meet
performance expectations or successfully integrate our acquisition of Titan and
our acquired businesses on a timely basis without disrupting the quality and
reliability of service to our customers or diverting management resources.

         To manage the expansion of our operations and any future growth, we
will be required to:

o   improve existing and implement new operational, financial and
    management information controls, reporting systems and procedures;

o   hire, train and manage additional qualified personnel;

o   expand our direct and indirect sales channels; and

o   effectively transition our relationships with our customers, suppliers
    and partners to operations under our Titan brand.

         As part of our business strategy, we expect that we will continue to
grow by pursuing acquisitions, assets or product lines that complement or expand
our existing business. Other than as effected in the Merger, we currently have
no commitments or agreements to acquire any business.

         Our acquisition of companies and businesses and expansion of operations
involve risks, including the following:

o    the potential inability to identify the company best suited to our
     business plan;


<PAGE>

o    the potential inability to successfully integrate acquired operations
     and businesses or to realize anticipated synergies, economics of scale
     or other expected value;

o    difficulties in managing production and coordinating operations at new
     sites;

o    the potential need to restructure, modify or terminate customer
     relationships of the acquired company; and

o    loss of key employees of acquired operations.

         In addition, future acquisitions may result in dilutive issuances of
equity securities and the incurrence of additional debt, and, although we
generally endeavor to avoid them, large one-time write-offs and the creation of
goodwill or other intangible assets that could result in amortization expense.

Competition in the printed circuit board market is intense, and if we are unable
to compete effectively, the demand for our products may be reduced.

         The printed circuit board industry is intensely competitive, highly
fragmented and rapidly changing. We expect competition to continue, which could
result in price reductions, reduced gross margins and loss of market share. Our
principal competitors include DDI, Cirrexx, Harbor and Tyco. In addition, new
and emerging technologies may result in new competitors entering our market.

         Many of our competitors and potential competitors have a number of
significant advantages over us, including:

o    greater financial and manufacturing resources that can be devoted to
     the development, production and sale of their products;

o    more established and broader sales and marketing channels;

o    more manufacturing facilities worldwide, some of which are closer in
     proximity to original equipment manufacturers;

o    manufacturing facilities which are located in countries with lower
     production costs; and

o    greater name recognition.

         In addition, these competitors may respond more quickly to new or
emerging technologies, or may adapt more quickly to changes in customer
requirements and may devote greater resources to the development, promotion and
sale of their products than we do. We must continually develop improved
manufacturing processes to meet our customers' needs for complex products, and
our manufacturing process technology is generally not subject to significant
proprietary protection. Furthermore, increased production capacity by our
competitors can result in an excess supply of printed circuit boards, which
could also lead to price reductions. During recessionary periods in the
electronics industry, our competitive advantages in the areas of providing
quick-turn services, an integrated manufacturing solution and responsive
customer service may be of reduced importance to our customers who may become
more price sensitive. This may force us to compete more on the basis of price
and cause our margins to decline.

We compete against manufacturers in Asia where production costs are lower. These
competitors may gain market share in our market segment for higher technology
printed circuit boards, which may have an adverse effect on the pricing of our
products.


<PAGE>


         We may be at a competitive disadvantage with respect to price for
volume production when compared to manufacturers with lower cost facilities in
Asia and other locations. We believe price competition from printed circuit
board manufacturers in Asia and other locations with lower production costs may
play an increasing role in the market for volume production. We do not currently
have offshore facilities in lower cost locations, such as Asia. While
historically our competitors in these locations have produced less
technologically advanced printed circuit boards, they continue to expand their
technology to include higher technology printed circuit boards. In addition,
fluctuations in foreign currency exchange rates may benefit these offshore
competitors. As a result, these competitors may gain market share in the market
for higher technology printed circuit boards, which may force us to lower our
prices, reducing our revenue, gross profit, and cash flow from operations.

We rely on suppliers for the raw materials used in manufacturing our printed
circuit boards, and an increase in industry demand for these raw materials may
increase the price of these raw materials and reduce our gross margins.

         To manufacture our printed circuit boards, we use raw materials such as
laminated layers of fiberglass, copper foil and chemical solutions which we
order from our suppliers. Although we have preferred suppliers for most of our
raw materials, the materials we use are generally readily available in the open
market and numerous other potential suppliers exist. However, from time to time
manufacturers of products that also use these raw materials increase their
demand for these materials and, as a result, the prices of these materials
increase. During these periods of increased demand, our gross margins decrease
as we have to pay more for our raw materials.

Our manufacturing process depends on the collective industry experience of our
employees in our industry. If these employees were to leave us and take this
knowledge with them, our manufacturing process may suffer and we may not be able
to compete effectively.

         We do not have patent or trade secret protection for our manufacturing
process, but instead rely on the collective experience of our employees in the
manufacturing process to ensure we continuously evaluate and adopt new
technologies in our industry. Although we are not dependent on any one employee,
if a significant number of our employees involved in our manufacturing process
were to leave our employment and we were not able to replace these people with
new employees with comparable experience, our manufacturing process may suffer
as we may be unable to keep up with innovations in the industry. As a result, we
may not be able to continue to compete effectively.

We may be exposed to intellectual property infringement claims by third parties
which could be costly to defend, could divert management's attention and
resources and, if successful, could result in liability.

         We could be subject to legal proceedings and claims for alleged
infringement by us of third party proprietary rights, such as patents, from time
to time in the ordinary course of business. Although we are not aware of any
infringement proceedings or claims against it, any claims relating to an alleged
infringement, even if not meritorious, could result in costly litigation and
divert management's attention and resources.

Our business may suffer if any of our key senior executives discontinues
employment with us or if we are unable to recruit and retain highly skilled
engineering and sales staff.


<PAGE>


         Our future success depends to a large extent on the services of our key
managerial employees, particularly Louis George, our President and Chief
Executive Officer, who began with us effective August 6, 2002; and Stephen Saul
Kennedy, our Vice-President-Sales. Although we have entered into employment
agreements with Mssrs. George and Kennedy and other executive officers, we may
not be able to retain our executive officers and key personnel or attract
additional qualified management in the future. Our business also depends on our
continuing ability to recruit, train and retain highly qualified employees,
particularly engineering and sales and marketing personnel. The competition for
these employees is intense and the loss of these employees could harm our
business. In addition, it may be difficult and costly for us to retain hourly
skilled employees. Further, our ability to successfully integrate acquired
companies depends in part on our ability to retain key management and existing
employees at the time of the acquisition.

         We have executed a long term lease for a new manufacturing facility
that began in the third quarter of calendar 2002; if we are unsuccessful in
meeting our obligations under this lease or is unable to relocate our operations
in a timely and efficient manner, our ability to effectively service our
customers and fill customer orders may be materially adversely affected. Two of
our facilities are leased on a month-to-month basis and could be terminated at
any time.

         Currently, we operate our business in two facilities located in Santa
Clara, California. Our manufacturing facility is leased by us on a
month-to-month basis from Ohio Investors of Wisconsin LLC, a related party. We
maintain our executive offices in another Santa Clara facility that is leased by
us until May 2005. We plan to relocate and upgrade our current printed circuit
board plant into a facility formerly occupied by Tyco Electronics Inc. in
Fremont, California, in connection with which we entered a sublease on July 26,
2002. Our occupancy is subject to the consent and approval of the City of
Fremont, California. We are not aware of any reason why we would not be issued
the appropriate permits, however, there can be no assurance that such lease will
be completed or that such permits will be issued. Our second leased facility in
Fremont, California may house our rigid-flex and backplane assembly operations.
We lease this second Fremont, California facility on a month-to-month basis. Any
termination of this lease by the landlord could, but would not be expected to
have, a material adverse effect on our operations. The ability of our management
and employees to respond to customer orders and perform customer service may be
affected by the amount of time and resources necessary to move to the new
facility, and consequently, our business, prospects, financial condition and
results of operations may be materially and adversely affected.

Our management team has only recently commenced working together as a combined
unit, which may make it more difficult to conduct and grow our business.

         Our management team has only begun working together as a combined unit.
If our management team cannot successfully work together, we may not be able to
execute our business strategy successfully or compete effectively. Any failure
to manage our expansion effectively could harm our business.

Products we manufacture may contain design or manufacturing defects, which could
result in reduced demand for our services and liability claims against it.

         We manufacture products to our customers' specifications, which are
highly complex and may contain design or manufacturing errors or failures
despite our quality control and quality assurance efforts. Defects in the
products we manufacture, whether caused by a design, manufacturing or component
failure or error, may result in delayed shipments, customer dissatisfaction, or
a reduction or cancellation of purchase orders. If these defects occur either in
large quantities or too frequently, our business reputation may be impaired.
Since our products are used in products that are integral to our customers'
businesses, errors, defects or other performance problems could result in
financial or other damages to our customers, for which we may be legally
required to compensate them. Although our purchase orders generally contain
provisions designed to limit our exposure to product liability claims, existing
or future laws or unfavorable judicial decisions could negate these limitation
of liability provisions. Product liability litigation against us, even if it
were unsuccessful, would be time consuming and costly to defend.

Our failure to comply with the requirements of environmental laws could result
in fines and revocation of permits necessary to our manufacturing processes.


<PAGE>

         Our operations are regulated under a number of federal, state and
foreign environmental and safety laws and regulations that govern, among other
things, the discharge of hazardous materials into the air and water, as well as
the handling, storage and disposal of such materials. These laws and regulations
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act, and the Comprehensive Environmental Response, Compensation and
Liability Act, as well as analogous state and foreign laws. Compliance with
these environmental laws is a major consideration for us because our
manufacturing process uses and generates materials classified as hazardous such
as ammoniacal etching solutions, copper and nickel. In addition, because we use
hazardous materials and generate hazardous wastes in our manufacturing
processes, we may be subject to potential financial liability for costs
associated with the investigation and remediation of our own sites, or sites at
which we have arranged for the disposal of hazardous wastes, if such sites
become contaminated. Even if we fully comply with applicable environmental laws
and we are not directly at fault for the contamination, we may still be liable.
The wastes we generate includes spent ammoniacal etching solutions, solder
stripping solutions and hydrochloric acid solution containing palladium; waste
water which contains heavy metals, acids, cleaners and conditioners; and filter
cake from equipment used for on-site waste treatment. We believe that our
operations substantially comply in all material respects with all applicable
environmental laws. However, any material violations of environmental laws by us
could subject us to revocation of our effluent discharge permits. Any such
revocations could require us to cease or limit production at one or more of our
facilities, materially adversely affect our revenue and causing our Common Stock
price to decline. Even if we ultimately prevail, environmental lawsuits against
us would be time consuming and costly to defend. Environmental laws could also
become more stringent over time, imposing greater compliance costs and
increasing risks and penalties associated with violation. We operate in
environmentally sensitive locations and are subject to potentially conflicting
and changing regulatory agendas of political, business and environmental groups.
Changes or restrictions on discharge limits, emissions levels, material storage,
handling or disposal might require a high level of unplanned capital investment
and/or relocation. It is possible that environmental compliance costs and
penalties from new or existing regulations may materially adversely affect our
business, prospects, financial condition and results of operations.

Our major stockholders control our business, and could delay, deter or prevent a
change of control or other business combination.

         One shareholder, ICT, holds approximately 65% of our outstanding stock
as of November 30, 2002. David Marks, our Chairman of the Board, is one of two
trustees of ICT and has sole voting and dispositive authority with respect to
the shares of stock held by ICT. By virtue of its stock ownership, ICT will
control all matters submitted to our board and our stockholders, including the
election of directors, and will be able to exercise control over our business,
policies and affairs. Through its concentration of voting power, ICT could cause
us to take actions that we would not consider absent its influence, or could
delay, deter or prevent a change of our control or other business combination
that might otherwise be beneficial to our stockholders. Additionally, the shares
of common stock issued to each of Forest Home and Phoenix Trust are also
beneficially owned by Mr. Marks, increasing his beneficial ownership to
approximately 66% of our outstanding common stock as of November 30, 2002.

The current economic downturn or other downturns may lead to less demand for our
services.

         As a result of the general slowing of economic activities experienced
in the United States in 2001 and the first three quarters of calendar 2002, our
customers may delay or cancel new projects. We may experience a similar loss of
demand during future economic downturns, whether in the regions in which we
operate, our industry or that of our customers, or the economy as a whole.
Recent terrorism in the United States and international hostilities may also
impact the demand for our services. A number of other factors, including
unfavorable financing conditions for the industries we serve, could adversely
affect our customers and their ability or willingness to fund capital
expenditures in the future. These conditions, either singly or collectively,
could result in lower revenue or slower growth than we anticipate, and in any of
such events, our business, prospects, financial condition and results of
operations could be materially and adversely affected.

Because we depend upon a two sites in a single geographic area, we are
vulnerable to the effects of natural disasters, computer viruses, and similar
disruptions.

         Our ability to successfully receive and process customer orders and
provide high-quality customer service largely depends on the efficient and
uninterrupted operation of our manufacturing facilities, and computer and
communications hardware systems. We are moving our manufacturing facility to
Fremont, California. We are vulnerable to damage or interruption from fire,
flood, earthquake, power loss, computer viruses, telecommunications failure,
break-ins, and similar events. In addition, we may not currently, and may not in
the future, carry sufficient business interruption insurance to compensate us
for substantial losses that may occur for any of the foregoing. The occurrence
of any of these events could have a material adverse effect on our business,
prospects, financial condition, and results of operations.


<PAGE>

The limited market for our common stock will make their price more volatile.

         No active trading market existed for our common stock prior to the
Merger, and we cannot assure potential investors that a larger market will ever
develop or be maintained. The market for our common stock is likely to be
volatile and many factors may affect the market. These include, for example:

o    our success, or lack of success, in marketing our products and services;

o    competition;

o    governmental regulations; and

o    fluctuations in operating results.

The stock markets generally have experienced, and will probably continue to
experience, extreme price and volume fluctuations which have affected the market
price of the shares of many small capital companies. These fluctuations have
often been unrelated to the companies' operating results. These broad market
fluctuations, as well as general economic and political conditions, may decrease
the market price of our' common stock in any market that develops.

Our common stock is considered to be "penny stock".

         Our common stock may be deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Exchange Act. Penny stocks are
stocks:

o    with a price of less than $5.00 per share;

o    that are not traded on a "recognized" national exchange;

o    whose prices are not quoted on the NASDAQ automated quotation system; or

o    in issuers with net tangible assets less than $2,000,000 (if the issuer has
     been in continuous operation for at least three years) or $5,000,000 (if in
     continuous operation for less than three years), or with average revenue of
     less than $6,000,000 for the last three years.

         Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder
require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a "penny stock" for the investor's account. We urge potential
investors to obtain and read this disclosure carefully before purchasing any
shares that are deemed to be "penny stock."

         Rule 15g-9 promulgated under the Exchange Act requires broker-dealers
in penny stocks to approve the account of any investor for transactions in such
stocks before selling any "penny stock" to that investor. This procedure
requires the broker-dealer to:

o    obtain from the investor information about his or her financial
     situation, investment experience and investment objectives;

o    reasonably determine, based on that information, that transactions in penny
     stocks are suitable for the investor and that the investor has enough
     knowledge and experience to be able to evaluate the risks of "penny stock"
     transactions;

o    provide the investor with a written statement setting forth the basis on
     which the broker-dealer made his or her determination; and


<PAGE>

o    receive a signed and dated copy of the statement from the investor,
     confirming that it accurately reflects the investor's financial situation,
     investment experience and investment objectives.

         Compliance with these requirements may make it harder for investors in
our Common Stock to resell their shares to third parties. Accordingly, our
common stock should only be purchased by investors who understand that such
investment is a long-term and illiquid investment, and are capable of and
prepared to bear the risk of holding the common stock for an indefinite period
of time.

Forward Looking Statements

The foregoing Plan of Operation contains "forward looking statements" within the
meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6
under the Securities Act of 1934, as amended, including statements regarding,
among other items, the Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking statements. These forward- looking statements are based largely
on the Registrant's expectations and are subject to a number of risks and
uncertainties that are beyond the Registrant's control. The Registrant cautions
that these statements are further qualified by important factors that could
cause actual results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or lack of increase
in demand for the Registrant's products, competitive pricing pressures, changes
in the market price of ingredients used in the Registrant's products and the
level of expenses incurred in the Registrant's operations. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
information contained in this document will in fact transpire or prove to be
accurate. The Registrant disclaims any intent or obligation to update "forward
looking statements."



<PAGE>


Item 3.  Controls and Procedures


         As required by Rule 13a-15 under the Exchange Act, 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 the Company's disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive Officer and acting Chief Financial Officer. Based upon that
evaluation, the Company's Chief Executive Officer and acting Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in Company
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in Company reports filed under the Exchange Act is accumulated and
communicated to management, including the Company's Chief Executive Officer and
acting Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.


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, 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


<PAGE>

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.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings


         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 believes this claim is without merit and that the
resolution of this claim will not have a material adverse effect on Titan's
financial condition or results of operations. However, litigation is subject to
inherent uncertainties, and an adverse result in this or other matters could
arise form time to time that may harm Titan's business, financial condition and
results of operations.

Item 2.  Changes in Securities

         Not applicable

Item 3.  Defaults Upon Senior Securities

         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable

Item 5.  Other Information

         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

(a) The following is a list of exhibits filed as part of this quarterly report
on Form 10-QSB. Where so indicated by footnote, exhibits which were previously
filed are incorporated by reference. For exhibits incorporated by reference, the
location of the exhibit in the previous filing is indicated in parentheses.

         Exhibit No.  Description
         -----------  -----------

         10.1         Form of Common Stock Purchase Warrant dated January 9,
                      2003 in the name of Reitler Brown LLC

         99.1         Chief Executive Officer and Acting Chief Financial
                      Officer Certification as Adopted Pursuant to Section 906
                      of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350)


<PAGE>

(b) On September 9, 2003, we filed a Current Report on Form 8-K dated August 30,
2002. The report contained an Item 1 disclosure regarding a change in control of
the Company which occurred on August 30, 2002 upon the effectiveness of a an
Agreement and Plan of Merger among the Company, its wholly-owned subsidiary
Titan EMS Acquisition Corp., and Titan EMS, Inc., a Delaware corporation, as a
result of which Titan EMS became a wholly-owned subsidiary of the Company. In
connection with the merger, the holders of capital stock of Titan EMS received
an aggregate of 6,880,490 shares of common stock of the Company, representing
approximately 80% of the outstanding common stock of the Company immediately
following such issuance. Upon the effectiveness of the merger, the executive
officers of the Company resigned and were replaced by the executive officers of
Titan EMS. On September 11, 2002, the Company filed a Current Report on Form 8-K
dated September 11, 2002. The report contained Item 5 disclosure of supplemental
information concerning the business of Titan EMS acquired through the merger. On
September 20, 2002, we filed a Current report on Form 8-K dated September 18,
2002, which was amended by the filing of an amendment no. 1 thereto on October
1, 2002, which contained an Item 4 disclosure regarding the change by the
Company of its certifying accountant. On September 23, 2002, we filed an
Amendment No. 1 to our Current Report on Form 8-K dated August 30, 2001,
previously filed on September 4, 2002, which contained Item 7 disclosure
concerning the financial statements of Titan EMS and SVPC Partners LLC, a
predecessor company thereto. This report was further amended on December 18,
2002 by the filing of a second amendment thereto which contained additional
financial statements of Titan EMS and its predecessor companies. On December 9,
2002, we filed a Current Report on Form 8-K dated December 9, 2002, which
contained Item 5 Other Information disclosure concerning the conversion of
certain indebtedness by creditors of the Company upon the effectiveness of the
merger.


         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.


Dated:  January 16, 2003            By:    /s/ Louis J. George
                                         -------------------------------------
                                          Louis J. George, President and Chief
                                          Executive Officer and Interim Chief
                                          Financial Officer

Dated:  January 16, 2003            By:   /s/ David M. Marks
                                         -------------------------------------
                                          David M. Marks
                                          Chairman

<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Louis J. George certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of
         Ventures-National, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations, and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13s-14 and 15d-14) for
         the registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation date;

5.       I have disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of the registrant's board
         of directors (or persons performing the equivalent functions);

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize, and report
                  financial data and have identified for the registrant's
                  auditors any material weakness in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       I have indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


January 16, 2003                    By:   /s/ Louis J. George
                                          -------------------------------------
                                            Louis J. George, President and Chief
                                            Executive Officer and Interim Chief
                                            Financial Officer