**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM
        10QSB/A**
 (Mark
        One)
 
 x
              Quarterly
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of 1934
                  for the quarterly period ended February 28,
                  2006
 
 o
              Transition
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934
 
 For
        the
        transition period from ____________ to ______________
 
 
 **Commission
        file number 333-72230**
 
 **TITAN
        GLOBAL HOLDINGS, INC.**
 (Name
        of
        Small Business Issuer in Its Charter)
 
 Nevada
              87-0433444(State
                  of Incorporation)
              (IRS
                  Employer Identification No.)
 
 **44358
        Old Warm Springs Blvd.**
 **Fremont,
        California 94538-6148**
 (Address
        of Principal Executive Offices)
 
 (510)
        824-1200
 (Issuer's
        Telephone Number)
 
 (Former
        name, former address and former fiscal year, if changed since last
        report)
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
 
 Yes
x No
o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 
 Yes
o No
x
 
 As
        of May
        15, 2006, the Company had 44,586,052 shares
        of
        its par value $0.001 common stock issued and outstanding.
 
 Transitional
        Small Business Disclosure Format (check one):
 
 Yes
o No
x
   
   **STATEMENT
        REGARDING THIS REPORT**
  We
        are
        amending our Form 10-QSB for the period ended February 28, 2006 as previously
        filed on May 16, 2006.
  We
        have
        had extensive discussions with the Staff of the Securities and Exchange
        Commission, concerning the appropriate accounting for our debt agreements
        with
        Laurus Master Fund, Ltd. The comments relate to our accounting for certain
        convertible debt and preferred stock agreements that have warrants, options,
        and
        related registration rights with respect to Statement of Financial Accounting
        Standards (“SFAS”) No. 133 and Emerging Issues Task Force (“EITF”) 00-19.As a
        result of these discussions, the options, warrants, registration rights
        agreement, and prepayment agreement issued to Laurus in connection with our
        debt
        agreements have now been accounted for as derivative instrument liabilities,
        rather than as equity, and the conversion options related to the debt held
        by
        Laurus, together with other embedded derivative instruments, have been
        bifurcated from the debt hosts and accounted for separately as derivative
        instrument liabilities. We have modified the accounting and footnote disclosure
        related to our debt accordingly.
 
 The
        effect of the (non-cash) charges related to accounting separately for these
        derivative instrument liabilities on our consolidated statement of operations
        for the three and six months ended February 28, 2006, respectively, was an
        increase in our net loss of $974,000 and $208,000. Basic and diluted loss
        per
        share for the three months ended February 28, 2006 increased by $.02. The
        basic
        and diluted net loss per share for the six months ended February 28, 2006
        remained unchanged. The effect on our consolidated balance sheet as of February
        28, 2006 was a decrease in stockholders' equity of $1,880,000 and an increase
        in
        current liabilities by the same amount.
 
 The
        cumulative effect of the (non-cash) charges related to accounting separately
        for
        these derivative instrument liabilities on our consolidated statement of
        operations for the three and six months ended February 28, 2005 was a decrease
        of our net loss of $3,011 and an increase in our net loss of $722, respectively.
        The cumulative effect on our consolidated balance sheet as of February 28,
        2005
        was a decrease in stockholders’ equity of $3,331 and an increase in current
        liabilities by the same amount.
 
 In
        all
        other material respects, this Amended Quarterly Report on Form 10-QSB/A is
        unchanged from the Quarterly Report on Form 10-QSB previously filed by the
        Company on May 16, 2006.
  
 
 
 **FORWARD-LOOKING
        INFORMATION**
 
 Statements
        in this report concerning the future sales, expenses, profitability, financial
        resources, product mix, market demand, product development and other statements
        in this report concerning the future results of operations, financial condition
        and business of Titan Global Holdings, Inc. are "forward-looking" statements
        as
        defined in the Securities Act of 1933 and Securities Exchange Act of 1934.
        Investors are cautioned that the Company's actual results in the future may
        differ materially from those projected in the forward-looking statements
        due to
        risks and uncertainties that exist in the Company's operations and business
        environment, including competition, need for increased acceptance of products,
        ability to continue to develop and extend our brand identity, ability to
        anticipate and adapt to a competitive market, ability to effectively manage
        rapidly expanding operations, amount and timing of operating costs and capital
        expenditures relating to expansion of our business, operations and
        infrastructure, ability to provide superior customer service, dependence
        upon
        key personnel and the like. The Company's most recent filings with the
        Securities and Exchange Commission, including Form 10-KSB, contain additional
        information concerning many of these risk factors, and copies of these filings
        are available from the Company upon request and without charge.
  
   **TITAN
        GLOBAL HOLDINGS, INC.**
  **TABLE
        OF CONTENTS**
  Page**PART
                  I.   FINANCIAL INFORMATION**Item
                  1.  Unaudited Consolidated Financial Statements
              4Item
                  2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations
              13Item
                  3.  Controls and Procedures
              23**PART
                  II.  OTHER INFORMATION**Item
                  1.  Legal Proceedings
              24Item
                  2.  Unregistered Sales of Equity Securities and Use of
                  Proceeds
              24Item
                  3.  Defaults upon senior securities
              24Item
                  4.  Submission of matters to a vote of security
                  holders
              24Item
                  5.  Other information
              24Item
                  6.  Exhibits
              24Signatures
              25
  
 4
   **TITAN
        GLOBAL HOLDINGS, INC.**
 **UNAUDITED
        CONDENSED CONSOLIDATED BALANCE SHEET**
 **FEBRUARY
        28, 2006**
 **(In
        thousands except common stock share data)**
  **ASSETS**
  (as
                  restated)Current
                  assets:Cash
                  and cash equivalents
              
              $
              784Restricted
                  cash
              
              
              750Accounts
                  receivable-trade, net of reserves of $246
              
              
              8,679Inventory,
                  net
              
              
              2,771Prepaid
                  expenses and other current assets
              
              
              230Total
                  current assets
              
              
              13,214Equipment
                  and improvements, net
              
              
              2,237Definite-lived
                  intangible assets, net
              
              
              23,880Goodwill
              
              
              4,439Other
                  assets
              
              
              1,438Total
                  assets
              
              $
              45,208**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilities:Current
                  portion of long-term debt, net of discounts of $2,034
              
              $
              5,321Line
                  of credit, net of discounts of $1,779
              
              
              5,045Accounts
                  payable - trade
              
              
              16,543Accrued
                  liabilities
              
              
              818Derivative
                  financial instruments
              
              
              2,708Total
                  current liabilities
              
              
              30,435Redeemable
                  convertible preferred stock - 9,000 shares authorized, issued and
                  outstanding (preference in liquidation of $9,081)
              
              
              9,081Long-term
                  debt - related parties, net of discounts of $170
              
              
              9,578Total
                  liabilities
              
              
              49,094Commitments
                  and contingenciesStockholders’
                  deficit:Common
                  stock, $0.001 par value, 950,000,000 sharesauthorized,
                  44,586,052 shares issued and outstanding
              
              
              45Additional
                  paid-in capital
              
              
              22,638Accumulated
                  deficit
              
              
              (26,569
              )Total
                  stockholders’ deficit
              
              
              (3,886
              )Total
                  liabilities and stockholders' deficit
              
              $
              45,208
  
 The
        accompanying notes form an integral part of the unaudited condensed consolidated
        financial statements.
  5
   **TITAN
                  GLOBAL HOLDINGS, INC.**
                **UNAUDITED
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
                **(IN
                  THOUSANDS, EXCEPT SHARE AND PER SHARE
                  AMOUNTS)**
  **Three
                  Months Ended**
                **(as
                  restated)**
              
              **Six
                  Months Ended**
                **(as
                  restated)****02/28/06**
              
              **02/28/05**
              
              **02/28/06**
              
              **02/28/05**Sales
              
              $
              26,003
              
              $
              3,985
              
              $
              53,683
              
              $
              7,858Cost
                  of sales
                (excluding
                  depreciation of $165, $153, $311, and $312, respectively)
              
              
              23,939
              
              
              3,534
              
              
              49,510
              
              
              7,490Operating
                  expenses:Sales
                  and marketing
              
              
              459
              
              
              398
              
              
              884
              
              
              802General
                  and administrative expenses
              
              
              2,455
              
              
              496
              
              
              4,653
              
              
              1,118Loss
                  from operations
              
              
              (850
              )
              
              (443
              )
              
              (1,364
              )
              
              (1,552
              )Other
                  income (expenses):Interest
                  expense
              
              
              (1,762
              )
              
              935
              
              
              (3,515
              )
              
              1,140Derivative
                  instrument income (loss)
              
              
              (10
              )
              
              1,109
              
              
              946
              
              
              (3,329
              )Other
              
              
              25
              
              
              1
              
              
              26
              
              
              2Income/(loss)
                  before income taxes
              
              
              (2,597
              )
              
              1,602
              
              
              (3,907
              )
              
              (3,739
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  income/(loss)
              
              $
              (2,597
              )
              $
              1,602
              
              $
              (3,907
              )
              $
              (3,739
              )Preferred
                  stock dividends
              
              
              -
              
              
              -
              
              
              (68
              )
              
              -Net
                  income/(loss) attributable to common shareholders
              
              $
              (2,597
              )
              $
              1,602
              
              $
              (3,975
              )
              $
              (3,739
              )Net
                  income/(loss) per common share:Basic
                  and Diluted
              
              $
              (0.06
              )
              $
              0.06
              
              $
              (0.10
              )
              $
              (0.15
              )Weighted
                  average numberof
                  common shares outstanding:Basic
                    and Diluted
              
              
              41,501,581
              
              
              24,749,305
              
              
              38,417,109
              
              
              24,742,941
  The
        accompanying notes form an integral part of the unaudited condensed consolidated
        financial statements.
  6
  
 **TITAN
        GLOBAL HOLDINGS, INC.**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(IN
        THOUSANDS)**
  **Six
                  Months Ended**
                **(as
                  restated)****02/28/06**
              
              **02/28/05**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (3,907
              )
              $
              (3,739
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Non-cash
                  interest paid in common stock
              
              
              -
              
              
              20Unrealized
                  (gain)/loss on derivative instruments
              
              
              (946
              )
              
              3,329Amortization
                  of deferred compensation
              
              
              -
              
              
              131Amortization
                  of debt discounts and bank fees
              
              
              2,746
              
              
              (1,400
              )Depreciation
                  and amortization
              
              
              2,854
              
              
              326Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (71
              )
              
              (34
              )Inventory
              
              
              327
              
              
              (24
              )Prepaid
                  expenses and other current assets
              
              
              (70
              )
              
              8Other
                  assets
              
              
              (909
              )
              
              39Accounts
                  payable and accrued liabilities
              
              
              947
              
              
              879Net
                  cash provided by (used in) operating activities
              
              
              971
              
              
              (467
              )Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (278
              )
              
              (45
              )Net
                  cash used in investing activities
              
              
              (278
              )
              
              (45
              )Cash
                  flows from financing activities:Proceeds
                  from (repayments on) line of credit, net
              
              
              870
              
              
              (109
              )Proceeds
                  from issuance of note payable to related parties
              
              
              -
              
              
              583Payments
                  of long-term debt
              
              
              -
              
              
              (305
              )Payments
                  of short-term debt
              
              
              (2,271
              )
              
              (93
              )Restricted
                  cash
              
              
              (750
              )
              
              -Net
                  cash provided by (used in) financing activities
              
              
              (2,151
              )
              
              76Net
                  decrease in cash
              
              
              (1,458
              )
              
              (436
              )Cash
                  and cash equivalents at beginning of period
              
              
              2,242
              
              
              797Cash
                  and cash equivalents at end of period
              
              $
              784
              
              $
              361Supplemental
                  disclosure of cash flow information:Interest
                  paid
              
              $
              1,282
              
              $
              242Income
                  tax paid
              
              $
              -
              
              $
              -Non
                  cash activities:Issuance
                  of common stock to pay accrued interest
              
              
              
              
              $
              $20Conversion
                  of note payable - related party and accrued interest to common
                  stock
              
              $
              591
              
              $
              -Accounts
                  payable converted to short term debt
              
              $
              -
              
              $
              51
  The
        accompanying notes form an integral part of the unaudited condensed consolidated
        financial statements .
  7
   **TITAN
        GLOBAL HOLDINGS, INC.**
 
 **NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Amounts
        in thousands, except share and per share amounts)**
 **(Unaudited)**
 
 ***Note
        1.*** ****  ***Basis
        of Presentation and Nature of Business Operations***
 
 **Basis
        of Presentation**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared by Titan Global Holdings, Inc. (formerly Ventures-National
        Incorporated), (“Titan”, “We” 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 as
        amended for the fiscal year ended August 31, 2005 as filed with the Securities
        and Exchange Commission on January 23, 2006. All significant intercompany
        accounts and transactions have been eliminated in preparation of the condensed
        consolidated financial statements.
 
 The
        Company is amending the Form 10-QSB for the period ended February 28, 2006
        as
        previously filed on May 16, 2006.
  The
        Company had extensive discussions with the Staff of the Securities and Exchange
        Commission, concerning the appropriate accounting for debt agreements with
        Laurus Master Fund, Ltd. The comments relate to the Company’s accounting for
        certain convertible debt and preferred stock agreements that have warrants,
        options, and related registration rights with respect to Statement of Financial
        Accounting Standards (“SFAS”) No. 133 and Emerging Issues Task Force (“EITF”)
        00-19.As a result of these discussions, the options, warrants, registration
        rights agreement, and prepayment agreement issued to Laurus in connection
        with
        the Company’s debt agreements have now been accounted for as derivative
        instrument liabilities, rather than as equity, and the conversion options
        related to the debt held by Laurus, together with other embedded derivative
        instruments, have been bifurcated from the debt hosts and accounted for
        separately as derivative instrument liabilities. The Company has modified
        the
        accounting and footnote disclosure related to our debt accordingly.
 
 The
        effect of the (non-cash) charges related to accounting separately for these
        derivative instrument liabilities on our consolidated statement of operations
        for the three and six months ended February 28, 2006, respectively, was an
        increase in the net loss of $974,000 and $208,000. Basic and diluted loss
        per
        share for the three months ended February 28, 2006 increased by $.02. The
        basic
        and diluted net loss per share for the six months ended February 28, 2006
        remained unchanged. The effect on our consolidated balance sheet as of February
        28, 2006 was a decrease in stockholders' equity of $1,880,000 and an increase
        in
        current liabilities by the same amount.
  8
  The
          cumulative effect of the (non-cash) charges related to accounting separately
          for
          these derivative instrument liabilities on our consolidated statement of
          operations for the three and six months ended February 28, 2005 was a decrease
          of our net loss of $3,011 and an increase in our net loss of $722, respectively.
          The cumulative effect on our consolidated balance sheet as of February
          28, 2005
          was a decrease in stockholders’ equity of $3,331 and an increase in current
          liabilities by the same amount.
 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. As of February 28, 2006,
        Titan
        has a working capital deficit of $17,221. The Company continues to incur
        significant losses and has an accumulated deficit of $26,569 at February
        28,
        2006. The Company's significant operating losses, high debt levels, defaults
        on
        debt covenants and negative working capital raise substantial doubt about
        its
        ability to continue as a going concern. Management plans to take the following
        steps that it believes will be sufficient to provide the Company with the
        ability to continue its operations: (1) raise additional capital through
        a
        combination of equity and non-equity financing as well as expanding the market
        for its products due to the additional certifications the Company has received;
        (2) use the proceeds of these transactions to expand its current product
        offerings to allow for additional processing services for its customers (3)
        the
        Company has become a mobile virtual network operator (“MVNO”) which allows it to
        expand its prepaid calling services into the wireless market (4) the Company
        is
        currently investigating financing alternatives to restructure its debt.
        Management anticipates revenues to grow as a result of additional customer
        offerings. Management believes that these financing options and new product
        offerings will enable the Company to generate positive operating cash flows
        and
        continue its operations. The consolidated financial statements do not include
        any adjustments that might result from the outcome of the uncertainty; however
        no assurances of such outcomes can be given.
 
 The
        results of operations for the interim periods are not necessarily indicative
        of
        the results to be expected for the full year.
  9
  **Nature
        of Business**
 
 We
        are a
        technology concentric holding company operating in the prepaid communications
        services and prototype printed circuit board industries through our wholly
        owned
        subsidiaries, Oblio Telecom Inc., Titan PCB West, Inc. and Titan PCB East,
        Inc.
        Our prepaid communication service operations are headquartered in Richardson,
        Texas and our printed circuit board manufacturing facilities are located
        in
        Fremont, California and Amesbury, Massachusetts.
 
 Our
        prepaid communication services division, Oblio Telecom, Inc. (“Oblio”), is
        engaged in the creation, marketing, and distribution of prepaid
        telecommunications products for the wire line and wireless markets and other
        related activities.
 
 Oblio’s
        products are sold directly to wholesale distributors in 38 states and are
        available in approximately 60,000 retail locations nationwide. By strictly
        adhering to a “no hidden cost” philosophy, Oblio has earned a loyal customer
        base in an industry where uncertainty reigns and its TCC® registered trademark
        is a household name for hundreds of thousands of consumers
        nationwide.
 
 Oblio’s
        prepaid international phone cards provide consumers with a competitive
        alternative to traditional post-paid long distance telecommunications services.
        Through agreements with large and medium sized carriers Oblio offers products
        that target many of the country’s diverse 1st and 2nd generation Americans,
        providing end users with quality low cost international calling options.
        To
        leverage its brand recognition and loyal customer base, Oblio’s management team
        is preparing to enter additional prepaid market segments. Entering additional
        prepaid markets will optimize economies of scale and fuel organic growth.
        The
        most logical market to enter next is the prepaid wireless sector.
 
 On
        August
        19, 2005 Oblio announced its debut into the prepaid wireless sector when
        it
        became a Mobile Virtual Network Operator or "MVNO" through an agreement with
        a
        tier-one communications provider. As a MVNO, Oblio launched its new wireless
        product line, branded ***BRAVO
        Cellular,*** in
        September of 2005. This agreement positions Oblio in one of the fastest growing
        sectors in the telecommunications industry.
 
 In
        our
        circuit board division, Titan PCB West, Inc. and Titan PCB East, Inc., we
        are a
        fabrication service provider of time sensitive, high tech, prototype and
        pre-production rigid and rigid flex printed circuit boards (“PCBs”) providing
        time-critical printed circuit board manufacturing services to original equipment
        manufacturers and electronic manufacturing services providers. Our 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 the time it takes them to get their products from the research and
        development phase to the production phase, thus increasing their competitive
        position. Our focus is on high quality niche printed circuit boards consisting
        of complex, multi-layered, fine-lines and high-performance materials with
        delivery cycles between 24 hours and standard 14 day lead times at a competitive
        price.
  10
 
 ***Note
        2.    Acquisitions***
  The
        Company acquired Oblio Telecom, LLP on August 12, 2005.
 
 Unaudited
        Pro Forma Summary Information
  The
        following unaudited pro forma summary approximates the consolidated results
        of
        operations as if the Oblio Telecom, Inc. acquisition had occurred as of
        September 1, 2004. The pro forma financial information does not purport to
        be
        indicative of the results of operations that would have occurred had the
        transactions taken place at the beginning of the period presented or of future
        results of operations.
  
 **For
                  the three**
                **months
                  ended,**
                **February
                  28,**
              
              **For
                  the six**
                **months
                  ended,**
                **February
                  28********2005**
              
              **2005**Revenue
                  from services
              
              $
              34,574
              
              
              75,253Net
                  income
              
              
              3,837
              
              
              1,874Net
                  income attributable to common stockholders
              
              
              3,837
              
              
              1,152Net
                  income per basic and diluted common share attributable to common
                  stockholders
              
              
              0.16
              
              
              .05Weighted-average
                  shares of basic and diluted common stock outstanding
              
              
              24,749,305
              
              
              24,742,941
 
 
 ***Note
        3.*** **** ***Loss
        Per Common Share***
 
 In
        accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
        share is calculated by dividing net loss available to common stockholders
        less
        preferred dividends by the weighted average number of common shares outstanding.
        Diluted loss per common share is computed similarly to basic loss per common
        share, except that the denominator is increased to include the number of
        additional common shares that would have been outstanding if the potential
        common shares had been issued and if the additional common shares were not
        antidilutive. Titan has excluded all outstanding options and convertible
        preferred stock and debt from the calculation of diluted net loss per share
        because these securities are anti-dilutive. As of February 28, 2006, Titan
        had
        common stock equivalents of approximately 1,045,000 shares related to the
        options and approximately 6,054,500 shares related to shares to be issued
        upon
        conversion on the preferred stock. Additionally,
        the effect of the conversion of debt instruments for the three months ended
        February 28, 2005 would have been anti-dilutive due to the related recorded
        derivative liability instruments.
 
 ***Note
        4.*** **** ***Inventory***
 
 Inventory
        consisted of the following:
 
 Raw
                  materials and finished subassemblies
              
              $
              332Work
                  in process
              
              
              452Finished
                  goods
              
              
              2,1182,902Less
                  inventory reserves
              
              
              131Total
              
              $
              2,771
 
 11
 
 At
        February 28, 2006, the reserve for obsolescence was $131 principally related
        to
        raw material inventory in the Printed Circuit Board division and inventory
        obsolescence in the Oblio division.
 
 ***Note
        5.*** **** ***Notes
        Payable - Related Party***
 
 During
        the quarter ended February 28, 2006, the Company had an outstanding Note
        Payable
        with Farwell Equity Partners, LLC (“Farwell”) of $591. On December 30, 2005, the
        Company converted the $591 of outstanding debt to Farwell into 9,253,414
        shares
        of the Company’s par value Common Stock pursuant to its agreement. This
        conversion included $18 in accrued interest. Farwell was issued the
        above-referenced stock for full satisfaction of the amounts outstanding under
        this agreement.
 
 ***Note
        6.*** **** ***CapitalSource
        Default***
 
 As
        of
        February 28, 2006, the Company currently has $9,025 in term notes payable,
        of
        which $4,100 is classified as current in the accompanying financial statements,
        and $3,198 in a revolving line of credit with CapitalSource. On November
        9,
        2005, Oblio was notified by CapitalSource that certain events of default
        have
        occurred and are continuing to occur in connection with this Credit and Security
        Agreement. The default relates to the Company not maintaining minimum EBITDA
        as
        stated in the loan covenants. Oblio was also advised that CapitalSource believed
        Oblio had defaulted on certain representations and covenants. Although, Oblio
        has met all monetary obligations to them, CapitalSource has increased the
        interest rate on the Revolving Loan and the Term Loan by 4% per annum with
        Oblio
        being assessed an interest rate of 11.75% on the Revolving Loan and 14.75%
        on
        the Term Loans. CapitalSource has also changed the due date of their term
        loans
        to February 28, 2006 and as such the remaining unamortized capitalized loan
        fees
        of $331 were amortized in the quarter ended February 28, 2006.
 
 The
        Company and CapitalSource amended the debt obligations subsequent to the
        quarter
        ended February 28, 2006 and the Company is no longer in default under this
        agreement. The amendment modified expected earnings targets, reduced interest
        rates on the revolver and term loans and extended the amortization of the
        Company’s term debt to CapitalSource through June 2007.
 
 ***Note
        7. Laurus Master Fund***
 
 As
        of
        February 28, 2006, the Company currently has $3,246 in term notes payable
        and
        $3,627 in a revolving credit facility with Laurus Master Funds. Additionally,
        the Company has recorded beneficial conversion features of $2,199 as of February
        28, 2006. All amounts owed to Laurus are classified as current in the
        accompanying unaudited financial statements. The Company was in technical
        default of its Laurus agreement during the quarter ended February 28, 2006
        due
        to the untimely filing of registration statements. The Company has not received
        a notice of default from Laurus and Laurus has chosen not to assess liquidated
        damages penalties at this time. However, Laurus reserves the right to assess
        these penalties in the future. The Company expects to rectify this technical
        default by filing a registration statement.
  12
 
 ***Note
        8. Derivative Financial Instrument Liability***
  The
        Company uses the Black-Scholes option pricing model to value options and
        warrants, and the embedded conversion option components of any bifurcated
        embedded derivative instruments that are recorded as derivative
        liabilities.
 
 In
        valuing the options and warrants and the embedded conversion option components
        of the bifurcated embedded derivative instruments at the time they were issued
        and at February 28, 2006, the Company used the market price of our common
        stock
        on the date of valuation, an expected dividend yield of 0% and the remaining
        period to the expiration date of the options or warrants or repayment date
        of
        the convertible debt instrument.
 
 Because
        of the limited historical trading period of our common stock, the expected
        volatility of our common stock over the remaining life of the options and
        warrants has been estimated at 85%, based on a review of the volatility of
        entities considered by management as comparable. The risk-free rates of return
        used was 4.17%. This rate is based on constant maturity rates published by
        the
        U.S. Federal Reserve, applicable to the remaining life of the options, warrants
        or other embedded derivatives.
 
 As
        of
        February 28, 2006, the Company has $2,708 of derivative financial instrument
        liability with respect to its debt to Laurus Master Fund (see Note 7). This
        derivative liability is recognized as follows:
 
 Value
        of
        embedded derivatives:
 Issue
              Expiration
              Instrument
              Exercise
              ValueDate
              Date
              
              Price/Share
              2/28/200611/20/03
              11/20/06
              Registration
                  Rights Agreement
              
              2,04911/20/03
              11/20/06
              3%
                  Cash Payment Premium
              
              403/30/04
              3/30/07
              Registration
                  Rights Agreement
              
              619**Total
                  Fair Value as of February 28, 2006**
              
              **2,708**
 
 
 As
        of
        February 28, 2006, the Company had no outstanding warrants or options that
        relate to convertible debt instruments.
 
 ***Note
        9.  Proforma Loss under FASB 148***
 
 The
        Company uses the intrinsic value method (APB Opinion 25) to account for its
        stock options granted to officers, directors, and employees. Under this method,
        compensation expense is recorded over the vesting period based on the excess
        of
        quoted market price over the exercise price, if any, on the date the options
        are
        granted. Since, the Company has granted all its stock options at or above
        the
        quoted market on the date of measurement date, no compensation expense related
        to grants of stock option to employees has been recorded for the six months
        ended February 28, 2006.
 
 During
        the three and six month periods ended February 28, 2006 and 2005, the following
        table illustrates the effect on net loss and loss per share if the Company
        had
        applied the fair value recognition provisions of FASB Statement No. 123, *Accounting
        for Stock-Based Compensation,* to
        stock
        based employee compensation:
  13
 
 2/28/06
                
                2/28/05
                
                2/28/06
                
                2/28/05Net
                    loss, as reported
                
                $
                (2,597
                )
                $
                1,602
                
                $
                (3,907
                )
                $
                (3,739
                )Add:
                    Compensation recognized under APB No. 25
                
                
                
                
                
                11
                
                
                -
                
                
                19Deduct:
                    Compensation recognized under SFAS No. 123
                
                
                
                
                
                (29
                )
                
                -
                
                
                (28
                )Proforma,
                    net loss
                
                $
                (2,597
                )
                $
                1,584
                
                $
                (3,907
                )
                $
                (3,748
                )Net
                    loss per share:Basic
                    and diluted, as reported
                
                $
                (0.06
                )
                $
                0.06
                
                $
                (0.10
                )
                $
                (0.15
                )Basic
                    and diluted, proforma
                
                $
                (0.06
                )
                $
                0.06
                
                $
                (0.10
                )
                $
                (0.15
                )
  In
        December 2004, FASB issued SFAS No. 123(R) (revised 2004), " *Share-Based
        Payment,"* which
        is
        a revision of SFAS No. 123, *“Accounting
        for Stock Based Compensation.”* SFAS
        No.
        123(R) supersedes APB Opinion No. 25, *“Accounting
        for Stock Issued to Employees”* and
        amends SAS No. 95, *“Statements
        of Cash Flows.”* Generally
        the approach in SFAS No. 123(R) is similar to the approach described in SFAS
        No.
        123. However, SFAS No. 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the income
        statement based on their fair values. Pro forma disclosure is not an
        alternative. SFAS No. 123(R) must be adopted no later than the first interim
        period for fiscal years beginning after December 15, 2005. The Company will
        adopt SFAS No. 123(R) on September 1, 2007. The
        effect of the adoption of SFAS No. 123 (R) is approximated in the table included
        above.
  ***Note10.  Litigation***
  From
        time
        to time, we may become involved in various lawsuits and legal proceedings
        which
        arise in the ordinary course of business. However, litigation is subject
        to
        inherent uncertainties, and an adverse result in this or other matters could
        arise from time to time that may harm Titan’s business, financial condition and
        results of operations.
 
 On
        July
        29, 2005, the Company was served with a summons from Hytek Services ("Hytek");
        whereby Hytek alleged that it had lost an account as a result of Titan PCB
        West,
        Inc.'s ("Titan") negligence and defective boards and also alleges that Titan
        violated the Non-Disclosure Agreement by utilizing Hytek's confidential
        information and hiring an ex-Hytek employee. This lawsuit was filed seeking
        damages of approximately $400 after Titan attempted to collect an extremely
        old
        accounts receivable due Titan from Hytek in the amount of $145. The Company
        contends that Hytek's complaint is without merit and intends to defend itself
        vigorously. The outstanding accounts receivable has been written off prior
        to
        fiscal year 2006.
 
 On
        February 8, 2006, the Company filed for a refund of $1,531,919 for Federal
        Excise Taxes paid for services provided through December 7, 2005. The Company
        paid Federal Excise Taxes of 3% of revenues generated from communication
        services provided to its customers. This tax is included in the Company’s cost
        of sales. Recently, several courts have ruled that this tax does not apply
        to
        services that are not based on time and distance. Because the Company’s services
        are based only on time, we believe that we may not be subject to the tax
        and we
        have filed for a refund for taxes paid through December 7, 2005. We will
        seek
        refunds for amounts paid subsequent to December 7, 2005 in future filings.
        Because the settlement of these claims is uncertain, these amounts have not
        been
        recorded in the accompanying financial statements and will be recorded when
        and
        if the claims are settled.
 
 The
        Company also files suit against its customers in the ordinary course of business
        to collect amounts owed for products or services provided. No significant
        suits
        are pending as of February 28, 2006.
  14
  ***Note
        10.  Segment Information***
 Three
                    Months Ended,
                
                Six
                    Months Ended,2/28/06
                
                2/28/05
                
                2/28/06
                
                2/28/05**Sales:**PCB
                
                $
                4,699
                
                $
                3,985
                
                $
                9,112
                
                $
                7,858Telecommunications
                
                
                21,304
                
                
                -
                
                
                44,571
                
                
                -Totals
                
                $
                26,003
                
                $
                3,985
                
                $
                53,683
                
                $
                7,858**Interest
                    expense:**PCB
                
                $
                1,155
                
                $
                (935
                )
                $
                2,493
                
                $
                (1,140
                )Telecommunications
                
                
                607
                
                
                -
                
                
                1,022
                
                
                -Totals
                
                $
                1,762
                
                $
                (935
                )
                $
                3,515
                
                $
                (1,140
                )**Net
                    Loss:**PCB
                
                $
                (1,321
                )
                $
                1,602
                
                $
                (1,091
                )
                $
                (3,739
                )Telecommunications
                
                
                (1,276
                )
                
                -
                
                
                (2,816
                )
                
                -Totals
                
                $
                (2,597
                )
                $
                1,602
                
                $
                (3,907
                )
                $
                (3,739
                )**Assets:**PCB
                
                $
                7,132
                
                $
                6,828
                
                $
                7,132
                
                $
                6,828Telecommunications
                
                
                38,076
                
                
                -
                
                
                38,076
                
                
                -Totals
                
                $
                45,208
                
                $
                6,828
                
                $
                45,208
                
                $
                6,828**Equipment
                    and improvements (Net):**PCB
                
                $
                179
                
                $
                2,471
                
                $
                179
                
                $
                2,471Telecommunications
                
                
                2,058
                
                
                -
                
                
                2,058
                
                
                -Totals
                
                $
                2,237
                
                $
                2,471
                
                $
                2,237
                
                $
                2,471**Capital
                    expenditures:**PCB
                
                $
                38
                
                $
                45
                
                $
                38
                
                $
                45Telecommunications
                
                
                164
                
                
                -
                
                
                240
                
                
                -Totals
                
                $
                202
                
                $
                45
                
                $
                278
                
                $
                45**Depreciation
                    expense:**PCB
                
                $
                164
                
                $
                153
                
                $
                309
                
                $
                312Telecommunications
                
                
                1
                
                
                -
                
                
                2
                
                
                -Totals
                
                $
                165
                
                $
                153
                
                $
                311
                
                $
                312**Goodwill
                    and intangible assets (Gross):**PCB
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Telecommunications
                
                
                28,319
                
                
                -
                
                
                28,319
                
                
                -Totals
                
                $
                28,319
                
                $
                -
                
                $
                28,319
                
                $
                -**Intangible
                    amortization expense:**PCB
                
                $
                -
                
                $
                6
                
                $
                -
                
                $
                11Telecommunications
                
                
                1,322
                
                
                -
                
                
                2,497
                
                
                -Totals
                
                $
                1,322
                
                $
                6
                
                $
                2,497
                
                $
                11
  15
  Item
        2.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS OR PLAN OF OPERATIONS
 
 *This
        Management’s Discussion and Analysis of Financial Condition and Results of
        Operations and Plan of Operations and other portions of this report contain
        forward-looking information that involve risks and uncertainties. Our actual
        results could differ materially from those anticipated by the forward-looking
        information. Factors that may cause such differences include, but are not
        limited to, availability and cost of financial resources, product demand,
        market
        acceptance and other factors discussed in this report under the heading
“Business - Risk Factors.” This Management’s Discussion and Analysis of
        Financial Condition and Results of Operations and Plan of Operations should
        be
        read in conjunction with our consolidated financial statements and the related
        notes included elsewhere in this report.*
 
 **Overview**
 
 A
        detailed overview of our business and history is set forth in our Annual
        Report
        on Form 10-KSB, as amended, for the year ended August 31, 2005, to which
        overview we make reference.
 
 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. As of February 28, 2006,
        Titan
        has a working capital deficit of $17,221. The Company continues to incur
        significant losses and has an accumulated deficit of $26,569 at February
        28,
        2006. Although the Company has significantly reduced its working capital
        deficit, the Company's significant operating losses, high debt levels, defaults
        on debt covenants and negative working capital raise substantial doubt about
        its
        ability to continue as a going concern. Management plans to take the following
        steps that it believes will be sufficient to provide the Company with the
        ability to continue its operations: (1) raise additional capital through
        a
        combination of equity and non-equity financing as well as expanding the market
        for its products due to the additional certifications the Company has received;
        (2) use the proceeds of these transactions to expand its current product
        offerings to allow for additional processing services for its customers (3)
        the
        Company has become a mobile virtual network operator (“MVNO”) which allows it to
        expand its prepaid calling services into the wireless market (4) the Company
        is
        currently investigating financing alternatives to restructure its debt (see
        Note
        5). Management anticipates revenues to grow as a result of additional customer
        offerings. Management believes that these financing options and new product
        offerings will enable the Company to generate positive operating cash flows
        and
        continue its operations. The consolidated financial statements do not include
        any adjustments that might result from the outcome of the uncertainty; however
        no assurances of such outcomes can be given.
 
 **Summary
        Corporate Background**
 
 We
        are a
        technology concentric holding company operating in the prepaid communications
        services and prototype printed circuit board industries though our wholly
        owned
        subsidiaries, Oblio Telecom, Inc, Titan PCB West, Inc. and Titan PCB East,
        Inc.
        Our prepaid service operations are headquartered in Richardson, Texas and
        our
        printed circuit board manufacturing facilities are located in Fremont,
        California and Amesbury, Massachusetts.
 
 Our
        prepaid communication services division, Oblio Telecom, Inc., is engaged
        in the
        creation, marketing, and distribution of prepaid telephone products for the
        wire
        line and wireless markets and other related activities.
  16
 
 Oblio’s
        products are sold directly to wholesale distributors in 38 states and are
        available in approximately 60,000 retail locations nationwide. By strictly
        adhering to a “no hidden cost” philosophy, Oblio has earned a loyal customer
        base in an industry where uncertainty reigns and its TCC® registered trademark
        is a household name for hundreds of thousands of consumers
        nationwide.
 
 Oblio’s
        prepaid international phone cards provide consumers with a competitive
        alternative to traditional post-paid long distance telecommunications services.
        Through agreements with large and medium sized carriers Oblio offers products
        that target many of the country’s diverse 1st and 2nd generation Americans,
        providing end users with quality low cost international calling options.
        To
        leverage its brand recognition and loyal customer base, Oblio’s management team
        is preparing to enter additional prepaid market segments. Entering additional
        prepaid markets will optimize economies of scale and fuel organic growth.
        The
        most logical market to enter next is the prepaid wireless sector.
 
 On
        August
        19, 2005 Oblio announced its debut into the prepaid wireless sector when
        it
        became a Mobile Virtual Network Operator or "MVNO" through an agreement with
        a
        tier-one communications provider. As a MVNO, Oblio launched its new wireless
        product line, branded ***BRAVO
        Cellular,*** in
        September of 2005. This agreement positions Oblio in one of the fastest growing
        sectors in the telecommunications industry. ***BRAVO
        Cellular*** has
        8,956 active subscribers as of February 28, 2006.
 
 In
        our
        circuit board division, Titan PCB West, Inc. and Titan PCB East, Inc., we
        are a
        fabrication service provider of time sensitive, high tech, prototype and
        pre-production rigid and rigid flex printed circuit boards (“PCBs”) providing
        time-critical printed circuit board manufacturing services to original equipment
        manufacturers and electronic manufacturing services providers. Our 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 the time it takes them to get their products from the research and
        development phase to the production phase, thus increasing their competitive
        position. Our focus is on high quality niche printed circuit boards consisting
        of complex, multi-layered, fine-lines and high-performance materials with
        delivery cycles between 24 hours and standard 14 day lead times at a competitive
        price.
 
 Our
        wholly-owned subsidiary Titan PCB West (“Titan”) was incorporated on March 27,
        2001. On August 30, 2002, we acquired Titan through the merger of Titan EMS
        Acquisition Corp. with and into Titan. In connection with the Merger, the
        stockholders of Titan received shares of our common stock. For financial
        reporting purposes, the Merger has been treated as a reverse-merger, where
        Titan
        was the acquirer. Because the Merger is treated as a purchase of
        Ventures-National Incorporated, the historical financial statements of Titan
        became our historical financial statements after the Merger.
 
 On
        August
        6, 2002, Titan acquired all of the non-real estate assets and assumed all
        of the
        non-term loan liabilities of SVPC in exchange for the issuance to SVPC of
        800,000 shares of Titan common stock, pursuant to the terms and conditions
        of a
        Contribution Agreement and Assignment and Assumption of Liabilities dated
        August
        6, 2002.
 
 Beginning
        in 2001, SVPC began acquiring cutting edge technology equipment, processes,
        customer lists and orders from competitors unable to remain in business
        principally due to a severe market downturn and excessive levels of
        indebtedness. On July 16, 2001, SVPC acquired all of the assets of SVPC Circuit
        Systems, Inc. and certain assets of CSI pursuant to a combined approved
        bankruptcy court sale. After these acquisitions, Titan acquired certain system
        integration division assets out of bankruptcy from creditors of Paragon
        Electronic Systems, Inc.
  17
 
 On
        August
        6, 2002, Titan acquired certain intangible assets contributed by Louis George,
        a
        former executive officer and director, in exchange for 50,000 shares of Titan
        common stock valued at $1.50 per share, pursuant to the terms and conditions
        of
        a Contribution Agreement and Assignment and Assumption of Liabilities dated
        August 6, 2002.
 
 Effective
        August 30, 2002, through our wholly-owned subsidiary Titan EMS Acquisition
        Corp.
        (“AcquisitionCo”), a Delaware corporation, we acquired all of the capital stock
        of Titan through an exchange of our common stock pursuant to an Agreement
        and
        Plan of Merger. In connection with the Merger, our fiscal year was also changed
        from June 30 in each year to August 31 in each year.
 
 On
        February 27, 2003, through our wholly-owned subsidiary Titan PCB East, we
        acquired certain assets of Eastern Manufacturing Corporation, for approximately
        $500 in a foreclosure sale from Eastern Manufacturing Corporation’s secured
        lender Eastern Bank. The results from Eastern Manufacturing Corporation’s
        operations will be reflected in our financial statements from the date of
        acquisition. No goodwill resulted from this acquisition.
 
 Effective
        March 5, 2003, we purchased shares of common stock of Coesen representing
        33.3%
        of its issued and outstanding shares of common stock from Mr. Howard Doane,
        the
        principal stockholder and an officer and director of Eastern Manufacturing
        Corporation, in exchange for 30,000 shares of common stock and $5 in
        cash.
 
 On
        July
        28, 2005, Farwell Equity Partners, LLC, a Delaware limited liability company
        (“Farwell”) entered into an Asset Purchase Agreement (the “ Purchase Agreement”)
        with Oblio Telecom, Inc. (“Oblio”), a wholly owned subsidiary of Farwell, Oblio
        Telecom L.L.P., a Texas limited liability partnership (“Oblio Texas”), and Sammy
        Jibrin and Radu Achiriloaie, the sole owners of Oblio Texas. David Marks,
        the
        Company's Chairman, is the managing member of Farwell. The Purchase Agreement
        provided for the acquisition by Oblio of substantially all of Oblio Texas’
assets and assumption of certain liabilities, in total consideration of $29,302
        consisting of $15,479 in cash, $2,323 in amounts due seller, the issuance
        of
        9,000 shares of Oblio’s Series A Cumulative Convertible Preferred Stock with an
        initial value of $9,000, and the issuance of an 18-month promissory note
        in the
        principal amount of $2,500. On August 12, 2005, the Company completed the
        acquisition of all of the issued and outstanding shares of common stock of
        Oblio
        Telecom, Inc. from Farwell Equity Partners, LLC for no consideration. This
        transaction was structured in this way since the Company lacked the financial
        wherewithal to complete the acquisition on its own. In addition, the Company
        issued to Sammy Jibrin and Radu Achiriloaie, 375,000 shares of its common
        stock,
        par value $0.001.
 
 **Plan
        of Operations**
 
 Our
        business strategy is to:
  18
 ·
              target
                  potential customers and industries needing prototype boards with
                  required
                  turnaround times of between 24 hours and the industry standard
                  10-days as
                  well as preproduction needs requiring numerous types of
                  materials; ·
              aggressively
                  market specialty manufacturing services for time sensitive, high-tech
                  prototype and pre-production Rigid and HVR Flex (rigid-flex) PCBs
                  to the
                  high technology industry and cater to customers who need time sensitive
                  delivery of low to medium production runs with high quality and
                  superior
                  design and customer service interface whether for production or
                  research
                  and development; ·
              expand
                  its services to include rigid-flex combinations in order to diversify
                  sources of revenue; ·
              expand
                  its sales through the marketing and manufacture of rigid-flex PCBs
                  using
                  the patented HVR Flex process available as a result of its acquisition
                  of
                  assets from Eastern Manufacturing Corporation in February 2003; ·
              acquire
                  and integrate strategic assets of companies producing time sensitive,
                  high
                  tech prototype and pre-production PCBs with other unique customers,
                  technology or processes in order to accelerate entry into its target
                  market; ·
              acquire
                  manufacturing facilities that have military certification or add
                  value to
                  its current time sensitive manufacturing service business; ·
              develop
                  and continuously improve fabrication and sales processes in order
                  to
                  improve margin and competitive pricing; ·
              increase
                  Oblio’s direct sales of its prepaid phone services to large
                  retailers; ·
              explore
                  opportunities to market and sell Oblio’s prepaid phone cards, some of
                  which are capable of foreign origination, directly to overseas
                  distributors; ·
              integrate
                  switch operations to terminate calls generated from Oblio’s prepaid phone
                  services; ·
              acquire
                  facilities based telecommunications businesses which will increase
                  Oblio’s
                  capacity to handle a larger number of simultaneous calls, provide
                  established interconnects with other major telecommunications providers
                  and offer established prepaid distribution channels in other states
                  where
                  Oblio has not fully penetrated; ·
              explore
                  opportunities to market and sell Oblio’s prepaid phone cards, some of
                  which are capable of foreign origination, directly to overseas
                  distributors; and ·
              implement
                  new prepaid calling card programs utilizing
                  VoIP technology.
 
 We
        plan
        to add and are in the process of adding additional independent sales
        representatives to extend our selling capacity. Commission costs therefore
        will
        fluctuate depending on the origin of sales orders with our internal sales
        team
        or our independent sales representative organization. We also plan to increase
        our marketing expenditures. There are no assurances that additional independent
        sales representatives or increased marketing expenditures will increase our
        sales.
 
 We
        expect
        our general and administrative costs to increase in future periods due to
        our
        operating as a public company whereby we will incur added costs for filing
        fees,
        increased professional services and insurance costs.
 
 **ACCOUNTING
        PRINCIPLES; ANTICIPATED EFFECT OF GROWTH**
 
 Below
        the
        Company describes a number of basic accounting principles which the Company
        employs in determining its recognition of revenues and expenses, as well
        as a
        brief description of the effects that the Company believes that its anticipated
        growth will have on its revenues and expenses in the future.
 
 *Sales.* The
        Company recognizes sales in its PCB division upon shipment to the Company's
        customers and recognizes sales in its Telecommunications division upon shipment
        and activation of prepaid phone cards and upon activation for prepaid wireless
        services. The Company records net sales as the Company’s gross sales less an
        allowance for returns and discounts. At February 28, 2006 the Company had
        approximately 500 customers in its PCB division and approximately 209 customers
        in its Telecommunications division. In its PCB division, the Company provides
        its customers a limited right of return for defective PCBs and records an
        allowance against gross revenues for estimated returns at the time of sale
        based
        on its historical results. Because the Company’s customers quickly test the PCBs
        the Company manufactures for them, the majority of returns for defects occur
        within the first 15 days following shipment. At February 28, 2006, the Company
        had an allowance for returns of $131 and an allowance for doubtful accounts
        of
        $115. Actual returns may differ materially from the Company’s estimates, and
        revisions to the allowances may be required from time to time.
  19
 
 The
        Company expects the number and complexity of PCBs the Company sells to fluctuate
        with the changes in demand from the Company’s customers and, the prices it
        charges its customers to fluctuate as a result of intense competition in
        the PCB
        industry and the current economic situation and its impact on the high
        technology market. The Company is beginning to experience improving conditions
        in pricing and request for its PCBs. However, it is uncertain that conditions
        will continue to improve and result in demand increases.
 
 The
        Company expects sales to grow in its PCB division as it develops its reputation
        in its target market and the Company expands upon its receiving Military
        Specification 31032 in its Amesbury, Massachusetts facility. Additional
        acquisitions will also increase sales as well as cause disruption as facilities,
        employees, and processes are integrated. The Company expects these fluctuations
        to be relatively short lived while expecting the sales growth to be more
        permanent with the variable of market demand as a condition. The Company
        also
        expects sales to grow in its Telecommunications division as it continues
        to grow
        its prepaid card services through geographical expansion. Additionally, the
        Company expects continued growth in its *Bravo
        Cellular* wireless
        service. The *Bravo
        Cellular* has been
        distributed in limited markets and the Company plans on expanded distribution
        in
        future periods.
 
 Future
        demand and product pricing will depend on many factors in the PCB division
        including product mix, levels of advanced technology, capacity utilization,
        competitive pressure in the PCB industry, and economic conditions affecting
        the
        markets the Company serves and the electronics industry in general. The current
        uncertainty regarding the level and sustained nature of the improvements
        in
        market conditions continue to make the Company’s forecasting difficult. The
        Company expects demand to remain strong and pricing to remain consistent
        in its
        Telecommunications segment as the number of first generation American’s
        continues to grow.
 
 In
        each case the Company's plan of operations anticipates that its internal
        growth,
        as well as acquisitions of competitors, shall materially contribute to its
        ability to increase its revenues as described above.
 
 Through
        August 12, 2005, the Company's primary source of sales was from rigid bare-board
        manufacturing that provides time sensitive, high technology, and superior
        quality PCB's to the electronics industry at a competitive price. The Company
        is
        focused on higher layer counts and finer line production. The Company's sales
        have been derived from different areas including delivery of
        prototype/pre-prototype boards from 24 hours to 14-day standard time as well
        as
        pre-production with numerous types of materials. The essential element of
        the
        Company's success, current and future, will be to service those customers
        who
        need time sensitive delivery of low to medium production runs with high quality
        and superior design and customer service interface. Effective August 12,
        2005,
        the Company’s primary source of sales is projected to be from its new
        telecommunications segment. These sales are from prepaid phonecard services
        and
        wireless services offered to cash consumers, generally first and second
        generation Americans.
 
 In
        the future, Titan PCB West expects to receive sales from customers who need
        rigid-flex and increasingly complex rigid bare-board manufacturing that provides
        time sensitive, high technology, and superior quality PCBs. In addition,
        after
        an initial inspection and certification period, Titan PCB East and Titan
        PCB
        West intend to expand their sales focus to the military market place, which
        includes those vendors supplying the U.S. military with products in its target
        market.
  20
 
 In
        June 2004, the Company completed the certification process of Military P31032
        standards. The Company then joined a group of only eight companies qualified
        to
        build rigid-flex military product. The Company believes that this opened
        up a
        new market and is currently aggressively pursuing new business as a result
        of
        this certification.
 
 *Cost
        of Sales* . 
        In the Company's PCB division, cost of sales consists of materials, labor,
        outside services and overhead expenses incurred in the manufacture and testing
        of its products. Many factors affect its gross margin, including, but not
        limited to, capacity utilization, production volume, production quality and
        yield. The Company does not participate in any long-term supply contracts
        and
        the Company believes there are a number of high quality suppliers for the
        raw
        materials the Company uses. The Company's cost of goods, as a percentage
        of
        revenues, varies depending on the complexity of the PCBs the Company
        manufactures in any given period. In the Company's telecommunications segment
        cost of sales is mainly the cost of time purchased from telecommunications
        distributors utilized in its products.
 
 Based
        upon the Company's plan of operations, the Company anticipates that its cost
        of
        sales will increase as its sales increase, but that cost of sales as a
        percentage of net sales shall generally decrease for a period of time as
        its
        sales increase. The Company believes that the amount of the decrease of this
        percentage over the next several fiscal periods will be dependent in large
        part
        upon the source of the increase in sales. For example, an increase in the
        Company's penetration in the existing market for its goods and services will
        permit us to increase sales at a low cost in part by causing the Company
        to
        utilize a greater portion of its existing manufacturing capacity, an expense
        which the Company already incurs. On the other hand, an increase in its sales
        attributable to its offering a greater portfolio of products and services
        or an
        increase in the technology or complexity of products and services may result
        in
        less of a decrease in such percentage as such activities may initially be
        less
        efficient than its existing operations.
 
 Included
        in cost of sales is overhead which is relatively fixed on an annual basis.
        Materials are variable and labor is semi-variable and are influenced by the
        complexity of orders as well as the quantity of orders. As the company's
        business is continually changing with regard to the type of product produced,
        the Company plans to implement broader use of production systems to control
        the
        overtime in production as well as the use of materials in production. The
        Company anticipates that these systems will assist in the pricing of its
        products with the objective to be more competitive and profitable in its
        target
        market.
 
 The
        Company intends to continue to expand and upgrade the Company's production
        capability as well as its production systems and processes and the financial
        systems interface in order to better manage material, labor and overhead
        costs.
 
 *Operating
        and Non-Operating Expenses* The
        Company's operating expenses for the periods ended February 28, 2006 and
        2005
        are comprised of marketing, general and administrative, non-recurring costs
        and
        costs related to mergers and acquisitions, as well as the cost of developing
        operating facilities.
 
 Selling
        and marketing expenses consist primarily of salaries and commissions paid
        to its
        internal sales team, commissions paid to independent sales representatives
        and
        costs associated with advertising and marketing activities. The Company intends
        to expand its customer and sales support operation in order to support the
        increased complexity and volume of its PCB segment as well as its newly acquired
        telecommunications segment and its anticipated use of indirect sales. The
        Company does not expect a material increase in sales and marketing expense
        that
        is not consistent with an increase in sales over a reasonable period of time.
        Additionally, the Company anticipates its sales and marketing costs to fluctuate
        as a percentage of sales due to the addition of sales personnel and various
        marketing activities planned throughout the year.
  21
 
 The
        Company intends to expand its direct, indirect and distributed channels sales
        plan in order to best utilize its HVR Flex (rigid-flex) manufacturing capability
        as a result of its acquisition of the assets from Eastern Manufacturing
        Corporation as well as its geographic expansion in rigid bare board products.
 
 General
        and administrative expenses include all corporate and administrative functions
        that serve to support its current and future operations and provide an
        infrastructure to support future growth. Additionally, general and
        administrative expenses include the amortization of identifiable intangible
        assets acquired in the Company’s purchase of its telecommunications division.
        Other major items in this category include management and staff salaries
        and
        benefits, travel, network administration and systems/data processing, training,
        rent/leases and professional services. The Company expects certain general
        and
        administrative expenses to grow as each business segment is developed. However,
        as a percentage of sales, general and administrative expenses are expected
        to
        decrease.
 
 Non-cash
        compensation includes all stock based compensation given to current and past
        employees of the Company. This category also includes amortization of stock
        based compensation provided to consultants and amortization of options and
        warrants granted to employees and consultants for less than fair value on
        the
        date of issuances.
 
 *Interest
        Expense* Interest
        expense, includes, in addition to amounts accruing currently under outstanding
        debt, finance charges relating to the Company's beneficial conversion features
        of its convertible loans with Laurus and other convertible debt that carry
        beneficial conversion features as well as the amortization of debt issuance
        costs.
 
 **Results
        of Operations**
 
 The
        following table sets forth statement of operations data for the three month
        and
        six month periods ended February 28, 2006 and 2005 and should be read in
        conjunction with the “ Management’s
        Discussion and Analysis of Financial Condition and Results of Operations
        and
        Plan of Operations ”
and
        our
        consolidated financial statements and the related notes appearing elsewhere
        in
        this report .
 
 
 Three
                  Months Ended
              
              Six
                  Months Ended02/28/06
              
              02/28/05
              
              02/28/06
              
              02/28/05Net
                  sales
              
              
              100.0
              %
              
              100.0
              %
              
              100.0
              %
              
              100.0
              %Cost
                  of sales
              
              
              92.1
              
              
              88.7
              
              
              92.2
              
              
              95.3Operating
                  expenses:Sales
                  and marketing
              
              
              1.8
              
              
              10.0
              
              
              1.6
              
              
              10.2General
                  and administrative
              
              
              9.4
              
              
              12.4
              
              
              8.7
              
              
              14.2Total
                  operating expenses
              
              
              11.2
              
              
              22.4
              
              
              10.3
              
              
              24.4Operating
                  loss
              
              
              (3.2
              )
              
              (11.1
              )
              
              (2.5
              )
              
              (19.7
              )Interest
                  expense
              
              
              (6.7
              )
              
              23.5
              
              
              (6.6
              )
              
              14.5Derivative
                  instrument expense
              
              
              0.0
              
              
              27.8
              
              
              1.7
              
              
              (42.4
              )Miscellaneous
              
              
              0.0
              
              
              0.0
              
              
              0.0
              
              
              0.0Net
                  income/ (loss)
              
              
              (9.9
              )
              
              40.2
              
              
              (7.4
              )
              
              (47.6
              )
 
 
 22
 
 
 **Three
        Months Ended February 28, 2006 Compared to the Three Months Ended February
        28,
        2005.**
 
 *Net
        Sales*
 
 Net
        sales
        increased by $22,018 or 553% from $3,985 in the three months ended February
        28,
        2005 to $26,003 in the three months ended February 28, 2006. This increase
        resulted primarily from our newly acquired Oblio division of $21,304.
        Additionally, net sales increased 18% in our PCB division. This increase
        is due
        to more favorable market conditions and an expansion in our sales force that
        includes commission-only representatives.
 
 *Cost
        of Sales*
 
 Cost
        of
        sales increased $20,405, or 577%, from $3,534 in the three months ended February
        28, 2005 to $23,939 in the three months ended February 28, 2006. As a percentage
        of sales, these costs increased from 88.7% in the three months ended February
        28, 2005 to 92.1% in the three months ended February 28, 2006. The increase
        in
        cost of sales resulted from: the gross profit generated from our newly acquired
        Oblio division and a 15% increase in raw materials cost. Raw materials cost
        increased due to increases in the market conditions for gold and laminate.
  *Operating
        Expenses*
 
 Sales
        and
        marketing expenses increased $61 from $398 in the three months ended February
        28, 2005 to $459 in the three months ended February 28, 2006 and as a percentage
        of sales decreased from 10.0% of sales in the quarter ended February 28,
        2005 to
        1.8% of sales in the quarter ended February 28, 2006. This was primarily
        due to
        the nature of the Oblio acquisition. Revenues added from the Oblio acquisition
        are largely driven by the Company’s distributor model that requires minimal
        direct sales and marketing expenses.
 
 General
        and administrative expenses increased by $1,959 or 395%, from $496 in the
        three
        months ended February 28, 2005 to $2,455 in the three months ended February
        28,
        2006. The increase was due in major part to the additional amortization incurred
        by our Oblio division regarding the intangible assets acquired as well as
        the
        additional costs incurred in the Oblio division expenses. As a percentage
        of
        sales, these costs decreased from 12.4% in the three months ended February
        28,
        2005 to 9.4% in the three months ended February 28, 2006.
 
 *Operating
        (Loss)*
 
 Operating
        losses increased $407 from a net operating loss of $443 in the three months
        ended February 28, 2005 to a net operating loss of $850 in the three months
        ended February 28, 2006. The increase in the operating losses resulted primarily
        from increased amortization of intangible assets and capitalized debt fees
        incurred as a result of the Oblio acquisition. Amortization of intangible
        assets
        and amortization of capitalized debt fees were $1,322 and $407 for the three
        months ended February 28, 2006 and February 28, 2005, respectively.
 
 *Interest
        (Income) Expense*
 
 Interest
        expense increased by $2,697, or 288% , from ($935) in interest income in
        the
        three months ended February 28, 2005 to $1,762 in interest expense the three
        months ended February 28, 2006. The increase in interest expense is primarily
        related to the adjustment in the valuation of the effective interest expense
        of
        the derivative liabilities (see note 8).
  23
 
 *Derivative
        Instruments (Income) Expense*
 
 Derivative
        instruments expense was $10 for the three months ended February 28, 2006
        compared to derivative instrument income of ($1,109) for the three months
        ended
        February 28, 2005. This represents a net, unrealized (non-cash) change during
        the quarter of our derivative instrument liabilities related to certain options,
        warrants, registration rights agreements and prepayment penalties that have
        been
        bifurcated and accounted for separately.
 
 *Miscellaneous*
 
 Miscellaneous
        income increased $24 from $1 in the three months ended February 28, 2005
        to $25
        in the three months ended February 28, 2006.
 
 **Six
        Months Ended February 28, 2006 Compared to the Six Months Ended February
        28,
        2005.**
 
 *Net
        Sales*
 
 Net
        sales
        increased by $45,825 or 583% from $7,858 in the six months ended February
        28,
        2005 to $53,683 in the six months ended February 28, 2006. This increase
        resulted primarily from increases of $44,571 from our newly acquired Oblio
        division and a 16% increase in sales in our PCB division.
 
 *Cost
        of Sales*
 
 Cost
        of
        sales increased $42,020 or 561%, from $7,490 in the six months ended February
        28, 2005 to $49,510 in the six months ended February 28, 2006. As a percentage
        of sales, these costs decreased from 95.3% in the six months ended February
        28,
        2005 to 92.2% in the six months ended February 28, 2006. The decrease in
        cost of
        sales percent resulted from the addition of our Oblio division and operational
        improvements in our PCB division.
  *Operating
        Expenses*
 
 Sales
        and
        marketing expenses increased $82 from $802 in the six months ended February
        28,
        2005 to $884 in the six months ended February 28, 2006 and as a percentage
        of
        sales decreased from 10.2% of sales in the six months ended February 28,
        2005 to
        1.6% of sales in the six months ended February 28, 2006. This was primarily
        due
        to the Company utilizing more representatives on a commissions-only basis
        and
        the acquisition of our Oblio division. Revenues
        added from the Oblio acquisition are largely driven by the Company’s distributor
        model that requires minimal direct sales and marketing expenses.
 
 General
        and administrative expenses increased by $3,535 or 316%, from $1,118 in the
        six
        months ended February 28, 2005 to $4,653 in the six months ended February
        28,
        2006. The
        increase was due in major part to the additional amortization incurred by
        our
        Oblio division regarding the intangible assets acquired as well as the
        additional costs incurred in the Oblio division expenses. As a percentage
        of
        sales, these costs decreased from 14.2% in the six months ended February
        28,
        2005 to 8.7% in the six months ended February 28, 2006.
 
 *Operating
        (Loss)*
 
 Operating
        Losses increased by $188 from $1,552 in the six months ended February 28,
        2005
        to $1,364 in the six months ended February 28, 2006. The decreases in operating
        losses resulted primarily from increased contributions from our newly acquired
        Oblio division and improved operational experience in our PCB
        division.
  24
  *Interest
        (Income) Expense*
 
 Interest
        expense increased by $4,655 from interest income of ($1,140) in the six months
        ended February 28, 2005 to interest expense of $3,515 in the six months ended
        February 28, 2006. The
        increase in interest expense is primarily related to the adjustment in the
        valuation of the effective interest expense of the derivative liabilities
        (see
        note 8).
  *Derivative
        Instruments (Income) Expense*
 
 Derivative
        instruments income was ($946) for the six months ended February 28, 2006
        compared to derivative instrument expense of $3,329 for the six months ended
        February 28, 2006. This represents a net, unrealized (non-cash) change during
        the quarter of our derivative instrument liabilities related to certain options,
        warrants, registration rights agreements and prepayment penalties that have
        been
        bifurcated and accounted for separately.
 
 *Miscellaneous*
 
 Miscellaneous
        income increased $24 from $2 in the six months ended February 28, 2005 to
        $26 in
        the six months ended February 28, 2006.
 
 **Liquidity
        and Capital Resources**
 
 Our
        principal sources of liquidity have been cash provided by Laurus, an infusion
        of
        capital from our largest shareholder and the borrowings incurred in our
        acquisition of Oblio. As of February 28, 2006, we were in default under the
        Oblio division’s CapitalSource agreement and we were in technical default on our
        Laurus agreement. Subsequent to the quarter ended February 28, 2006 we reached
        a
        waiver and amendment agreement with CapitalSource (See Note 6). The amendment
        modified expected earnings targets, reduced interest rates on the revolver
        and
        term loans and extended the amortization of the Company’s term debt to
        CapitalSource through June 2007. We were in technical default in our Laurus
        agreement due to the untimely filing of registration statements. We have
        not
        received a notice of default from Laurus and Laurus has chosen not to assess
        liquidated damages penalties at this time. However, Laurus reserves the right
        to
        assess these penalties in the future. We expect to rectify this technical
        default by filing a registration statement. Our principal uses of cash have
        been
        for operations, to meet debt service requirements, and to finance capital
        expenditures. We anticipate these uses will continue to be our principal
        uses of
        cash in the future.
 
 We
        will
        require additional financing in order to implement our business plan in the
        PCB
        division. We currently anticipate capital expenditures of at least $500 during
        the next 12 months. If the anticipated cash generated by our operations are
        insufficient to fund requirements and losses in the circuit board division,
        we
        will need to obtain additional funds through third party financing in the
        form
        of equity, debt or bank financing or evaluate other alternatives for the
        circuit
        board division. Particularly in light of our limited operating history in
        the
        telecommunications division and losses incurred, 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.
  The
        following factors, among others, could cause actual results to differ from
        those
        indicated in the forward-looking statements included in this Form 10Q-SB:
        pricing pressures in the industry; the loss of any of our major customers;
        a
        downturn in the economy in general or in the technology or telecommunications
        sectors; a decrease in demand for electronic products or continued weak demand
        for these products; our ability to attract new customers; our ability to
        reduce
        costs, an increase in competition in the market for electronic interconnect
        solutions; and the ability of some of our new customers to obtain financing.
        These factors or additional risks and uncertainties not known to us or that
        we
        currently deem immaterial may impair business operations and may cause our
        actual results to differ materially from any forward-looking statement.
  25
 
 Although
        we believe the expectations reflected in the forward-looking statements are
        reasonable, we cannot guarantee future results, levels of activity, performance
        or achievements. We are under no duty to update any of the forward-looking
        statements after the date of this report to conform them to actual results
        or to
        make changes in our expectations.
 
 In
        the
        six months ended February 28, 2006, net cash provided by operations was $971
        while in the six months ended February 28, 2005 cash used in operating
        activities was $467. This increase was primarily the result of cash provided
        from operations of the Oblio division and extended payment terms with key
        vendors.
 
 In
        the
        six months ended February 28, 2006, we utilized $278 for the purchase of
        fixed
        assets compared to $45 used for the purchase of fixed assets in the six months
        ended February 28, 2005, an increase of $233, or 517%. The increase occurred
        mainly in our Oblio division as we incurred set-up costs for our switched
        platform rollout and other capitalized charges in relation to the rollout
        of our
        wireless telecommunications program.
 
 **Quantitative
        And Qualitative Disclosures About Market Risk**
 
 The
        Company’s exposure to market risk for changes in interest rates relates
        primarily to the increase or decrease in the amount of interest expense the
        Company incurs in its debt obligations to Laurus and CapitalSource for its
        prime
        plus percent interest rates. The Company does not believe that changes in
        interest rates will have a material effect on its liquidity, financial condition
        or results of operations.
 
 **Impact
        of Inflation**
  We
        believe that our results of operations are not dependent upon moderate changes
        in inflation rates as we expect we will be able to pass along component price
        increases to our customers.
 
 **Seasonality**
  The
        Company has experienced sales fluctuations due to customer business shut
        downs
        over December holidays and the slow down of purchasing activities in the
        summer
        during peak vacation months.
 
 **Contractual
        Obligations**
 
 The
        following table presents the Company's contractual obligations as of February
        28, 2006 for the remaining of this fiscal year as well as over the next five
        fiscal years. The Company does not have any contractual obligations that
        extend
        beyond three fiscal years:
  26
 
 Payment
        by period
  DuringcurrentContractual
                  Obligations
              
              Amount
              
              fiscal
                  year
              
              1
                  -
                  3 yearsEmployment
                  agreements
              
              $
              1,709
              
              $
              497
              
              $
              1,212Short-term
                  debt
              
              
              2,323
              
              
              2,323
              
              
              -Long-term
                  debt
              
              
              15,197
              
              
              5,722
              
              
              9,475Revolving
                  lines of credit
              
              
              6,593
              
              
              3,396
              
              
              3,197Preferred
                  stock
              
              
              9,082
              
              
              3,082
              
              
              6,000Operating
                  leases
              
              
              2,504
              
              
              646
              
              
              1,858Other
              
              
              839
              
              
              839
              
              
              -Total
                  Contractual Obligations
              
              $
              38,247
              
              $
              16,505
              
              $
              21,742
  *Critical
        Accounting Policies* The
        U.S.
        Securities and Exchange Commission ("SEC") issued Financial Reporting Release
        No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING
        POLICIES" ("FRR 60"), suggesting companies provide additional disclosure
        and
        commentary on their most critical accounting policies. In FRR 60, the SEC
        defined the most critical accounting policies as the ones that are most
        important to the portrayal of a company's financial condition and operating
        results, and require management to make its most difficult and subjective
        judgments, often as a result of the need to make estimates of matters that
        are
        inherently uncertain. Based on this definition, our most critical accounting
        policies include: inventory valuation, which affects our cost of sales and
        gross
        margin; and allowance for doubtful accounts, which affects the general and
        administrative expenses. The methods, estimates and judgments we use in applying
        these most critical accounting policies have a significant impact on the
        results
        we report in our consolidated financial statements.
 
 *Revenue
        Recognition.* The
        Company recognizes revenues when the following criteria are met: (1) the
        Company
        has persuasive evidence of an arrangement, such as contracts, purchase orders
        or
        written requests; (2) the Company has completed delivery and no significant
        obligations remain; (3) its price to its customer is fixed or determinable
        and
        (4) collection is probable. The Company derives its revenue primarily from
        the
        sale of PCBs using customers' design plans and recognizes revenues when products
        are shipped to customers. Effective August 12, 2005, a larger portion of
        the
        Company’s revenues are from the sale of prepaid telecommunications services in
        which revenues are recognized for prepaid phone cards upon shipment and
        activation and for prepaid wireless services when activated. These sales
        are
        reported net of returns and discounts. Provisions for discounts to customers,
        estimated returns and allowances are provided for in the same period the
        related
        revenue is recorded by using an estimate based on a percent of Accounts
        Receivable which is consistent with its historical activity and its industry
        peers policy. This allowance is also checked against the percentage of Accounts
        Receivable that are over 90 days and Accounts Receivable that may be in dispute
        due to a change in customer specifications. Given the current market conditions
        that percent is approximately eight percent of outstanding accounts receivable
        in its PCB segment and zero percent in its prepaid telecommunications segment.
        The percentage used may fluctuate as market conditions for its customers
        change
        over time.
 
 *Inventory
        Valuation* Our
        policy is to value raw material inventories at the lower of cost or market
        on a
        part-by-part basis on a first in first out basis ("FIFO") . We also value
        work-in-process and finished goods at the lower of cost or market utilizing
        a
        standard cost system which management believes approximates cost on a FIFO
        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.
  27
 
 *Allowance
        for doubtful accounts.* We
        maintain an allowance for doubtful accounts for estimated losses resulting
        from
        the inability of our customers to make required payments. Our allowance for
        doubtful accounts is based on our assessment of the collectibility of specific
        customer accounts, the aging of accounts receivable, our history of bad debts,
        and the general condition of the industry. If a major customer's credit
        worthiness deteriorates, or our customers' actual defaults exceed our historical
        experience, our estimates could change and impact our reported
        results.
 
 *Long-lived
        Assets.* Pursuant
        to SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived
        Assets
        ", the Company continually monitors events and changes in circumstances that
        could indicate carrying amounts of long-lived assets may not be recoverable.
        An
        impairment loss is recognized when expected cash flows are less than the
        asset's
        carrying value. Accordingly, when indicators of impairment are present, the
        Company evaluates the carrying value of such assets in relation to the operating
        performance and future undiscounted cash flows of the underlying assets.
        The
        Company’s policy is to record an impairment loss when it is determined that the
        carrying amount of the asset may not be recoverable. No impairment charges
        were
        recorded in the periods ended February 28, 2006 and 2005,
        respectively.
 
 *Derivative
        financial instruments* .
        We
        reviewed the terms of convertible debt and equity instruments issued to
        determine whether there are embedded derivative instruments, including embedded
        conversion features, that are required to be bifurcated and accounted for
        separately as derivative financial instruments.
 
 Generally,
        where the ability to settle the conversion option is deemed to be not within
        the
        control of the Company, the embedded conversion option is required to be
        bifurcated and accounted for as a derivative financial instrument
        liability.
 
 In
        connection with the sale of convertible debt and equity instruments, we may
        also
        issue freestanding options or warrants. Additionally, we may issue options
        or
        warrants to non-employees in connection with consulting or other services
        they
        provide. Although the terms of the options and warrants may not provide for
        net-cash settlement, in certain circumstances, physical or net-share settlement
        is deemed to not be within our control and, accordingly, we are required
        to
        account for these freestanding options and warrants as derivative financial
        instrument liabilities, rather than as equity.
 
 Certain
        instruments, including convertible debt and equity instruments and freestanding
        options and warrants, may be subject to registration rights agreements, which
        impose penalties for failure to register the underlying common stock. The
        existence of these potential cash penalties may require that the embedded
        conversion option and the freestanding options or warrants be accounted for
        as
        derivative instrument liabilities.
 
 Derivative
        financial instruments are initially measured at their fair value. For derivative
        financial instruments that are accounted for as liabilities, the derivative
        instrument is initially recorded at its fair value and is then re-valued
        at each
        reporting date, with changes in the fair value reported as charges or credits
        to
        income. For option-based derivative financial instruments, we use the
        Black-Scholes Option Pricing Model to value the derivative
        instruments.
  28
  To
        the
        extent that the initial fair values of the bifurcated and/or freestanding
        derivative instrument liabilities exceed the total proceeds received, an
        immediate charge to income is recognized, in order to initially record the
        derivative instrument liabilities at their fair value. The discount from
        the
        face value of the convertible debt resulting from allocating part or all
        of the
        proceeds to the derivative instruments, together with the stated interest
        on the
        instrument, is amortized over the life of the instrument through periodic
        charges to income, using the effective interest method.
 The
        classification of derivative instruments, including whether such instruments
        should be recorded as liabilities or as equity, is re-assessed at the end
        of
        each reporting period. Derivative instrument liabilities are classified in
        the
        balance sheet as current or non-current based on whether or not net-cash
        settlement of the derivative instrument could be required within 12 months
        of
        the balance sheet date.
 
 We
        do not
        use derivative instruments to hedge exposures to cash flow, market, or foreign
        currency risks.
 
 *Stock-based
        compensation.* We
        record
        stock-based compensation to outside consultants at a fair market value in
        general and administrative expense. We do not record expense relating to
        stock
        options granted to employees with an exercise price greater than or equal
        to
        market price at the time of grant. We report pro-forma net loss and loss
        per
        share in accordance with the requirements of SFAS 148. This disclosure shows
        net
        loss and loss per share as if we had accounted for our employee stock options
        under the fair value method of those statements. Pro-forma information is
        calculated using the Black-Scholes pricing method at the date of the grant.
        This
        option valuation model requires input of highly subjective assumptions. Because
        our employee stock options have characteristics significantly different from
        those of traded options, and because changes in the subjective input assumption
        can materially affect the fair value estimate, in management's opinion, the
        existing model does not necessarily provide a reliable single measure of
        fair
        value of our employee stock options.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 *Evaluation
        of Disclosure Controls and Procedures:* As of
        the end of the period covered by this report, the Company’s management carried
        out an evaluation, under the supervision of the Company’s Chief Executive
        Officer and the Chief Financial Officer of the effectiveness of the design
        and
        operation of the Company’s system of disclosure controls and procedures pursuant
        to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the
        Exchange Act).  Based upon the Controls Evaluation, our CEO and CFO have
        concluded that, as of the end of the period covered by this Annual Report,
        our
        Disclosure Controls are not effective to provide reasonable assurance that
        our
        financial statements are fairly presented in conformity with generally accepted
        accounting principles for the reasons discussed below.
 
 During
        our 2005 audit, our independent registered public accounting firm reported
        to
        our Board of Directors certain conditions involving internal controls which
        they
        believe represent material weaknesses in our internal control environment.
        These
        matters are with regard to insufficient personnel resources within the
        accounting function, based on the size and complexity of the organization,
        to
        affect timely financial close process and to effectively evaluate and resolve
        non-routine and/or complex accounting transactions. A material weakness is
        a
        significant deficiency, or combination of significant deficiencies, that
        results
        in more than a remote likelihood that a material misstatement of the annual
        or
        interim financial statements will not be prevented or detected. Significant
        deficiencies are control issues that could have a significant adverse effect
        on
        the ability to record, process, summarize and report financial data in the
        financial statements.
  29
 
 Our
        management and the Board of Directors agreed with our independent registered
        public accounting firm on the matter raised in their report and agreed to
        address the material weakness.
 
 To
        address this internal control weakness, management implemented the following
        measures: The Company, led by its Chairman, conducted a national search for
        a
        Chief Financial Officer at the holding company level. The search has included
        individuals with the experience and training necessary to provide the requisite
        enhanced internal controls, systems and management. The Company completed
        this
        search and hired a Chief Financial Officer during January 2006. Subsequent
        to
        the quarter ended February 28, 2006 the Chief Financial Officer has assessed
        the
        internal controls and is implementing a plan to strengthen the Company’s
        internal controls. However
        at February 28, 2006, the Company still had certain conditions involving
        internal control which they believe represent material weaknesses in the
        internal control environment.
 
 *Changes
        in internal controls:* During
        the Company's fourth quarter of 2005, the Company acquired the business of
        Oblio
        Telecom, LLP and added another business segment to the Company's portfolio.
        Initially, the financial and accounting duties were being divided utilizing
        as
        many internal controls as possible in a 12 employee operation. However, the
        Company hired a new Chief Financial Officer in January 2006. The new Chief
        Financial Officer is currently located in the Company’s newly acquired
        telecommunications division thus strengthening the internal controls in that
        division. For the six months ended February 28, 2006, the telecommunications
        division represented over 83% of the total revenue of the Company. There
        were no
        additional changes in internal controls over financial reporting, known to
        the
        Chief Executive Officer or Chief Financial Officer that occurred during the
        period covered by this report that has materially affected, or is likely
        to
        materially effect, the Company’s internal control over financial reporting.
  **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. However, litigation is subject
        to
        inherent uncertainties, and an adverse result in these or other matters may
        arise from time to time that may harm our business. We are currently not
        aware
        of any such legal proceedings or claims that we believe will have, individually
        or in the aggregate, a material adverse affect on our business, financial
        condition or operating results.
 
 On
        July
        29, 2005, the Company was served with a summons from Hytek Services ("Hytek");
        whereby Hytek alleged that it had lost an account as a result of Titan PCB
        West,
        Inc.'s ("Titan") negligence and defective boards and also alleges that Titan
        violated the Non-Disclosure Agreement by utilizing Hytek's confidential
        information and hiring an ex-Hytek employee. This lawsuit was filed seeking
        damages of approximately $400,000 after Titan attempted to collect an extremely
        old accounts receivable due Titan from Hytek in the amount of $145,000. The
        Company contends that Hytek's complaint is without merit and intends to defend
        itself vigorously.
 
 On
        February 8, 2006, the Company filed for a refund of $1,531,919 for Federal
        Excise Taxes paid for services provided through December 7, 2005. The Company
        paid Federal Excise Taxes of 3% of revenues generated from communication
        services provided to its customers. This tax is included in the Company’s cost
        of sales. Recently, several courts have ruled that this tax does not apply
        to
        services that are not based on time and distance. Because the Company’s services
        are based only on time, we believe that we may not be subject to the tax
        and we
        have filed for a refund for taxes paid through December 7, 2005. The Company
        believes that it may have additional claims that have not been filed for
        yet. We
        will seek refunds for these amounts in future filings. Because the settlement
        of
        these claims is uncertain, these amounts have not been recorded in the
        accompanying financial statements and will be recorded when the claims are
        settled.
  30
 
 The
        Company also files suit against its customers in the ordinary course of business
        to collect amounts owed for products or services provided. No significant
        suits
        are pending as of February 28, 2006.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 Not
        applicable.
 
 **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
 
 The
        Company was in default of its loan covenants with CapitalSource during the
        three
        months ended February 28, 2006. Subsequent to the three months ended February
        28, 2006, the Company entered
        into a Waiver and Amendment No. 2 to the Credit and Security Agreement dated
        as
        of August 12, 2005 which provides for the waiver of certain events of default
        and the amendment of certain provisions of the Credit and Security Agreement.
 
 The
        Company is also in technical default with Laurus due to its failure to have
        a
        registration statement which includes shares issuable to Laurus upon conversion
        of the convertible notes and shares issued to Laurus in August 2005 declared
        effective within 90 days of the closing of our acquisition of Oblio. Laurus
        has
        not issued a default notice to the Company and has cooperated with the Company
        and is not imposing default interest rates or liquidated damages. Laurus
        maintains the right to charge liquidated damages in the future. The Company
        expects to rectify this by responding to the SEC comments by filing an amendment
        to its registration statement on Form SB-2 filed on October 14,
        2005.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 Not
        applicable.
 
 **ITEM
        5. OTHER INFORMATION**
 
 Not
        applicable **.**
  31
 
 **ITEM
        6. EXHIBITS**
 
 31.1
                  - Certification of Principal Executive Officer pursuant to Rule
                  13a-14 and
                  Rule15d-14(a),
                  promulgated under the Securities and Exchange Act of 1934, as
                  amended
                
                31.2
                  - Certification of Principal Financial Officer pursuant to Rule
                  13a-14 and
                  Rule 15d-14(a),
                  promulgated under the Securities and Exchange Act of 1934, as
                  amended
                
                32.1
                  - Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to
                  Section906
                  of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
                
                32.2
                  - Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to
                  Section906
                  of the Sarbanes-Oxley Act of 2002 (Chief Financial
                  Officer)
  
 32
   **S
        I G N A T U R E S**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
   Date:
        May
        24, 2006
  Titan
                Global
                Holdings, Inc.By:
              */s/
                Curtis Okumura*Curtis
                OkumuraPresident
                  and
                  CEO
                (Principal
                  Executive Officer)
  By:
                */s/
                  Bryan M. Chance*Bryan
                  M. ChanceChief
                    Financial Officer
                  (Principal Financial
                    Officer)
  33