**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 **FORM
        10-QSB/A**
 (Mark
        One)
 
 x
              Quarterly
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of 1934
                  for the quarterly period ended May 31, 2006o
              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
        31, 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
  
 **EXPLANATORY
            NOTE**
  This
            quarterly report on Form 10-QSB/A (“Form 10-QSB/A”) is being filed to amend our
            quarterly report on Form 10-QSB for the quarter ended May 31, 2006 (the
            “Original Form 10-QSB”) to correct minor clerical errors in the Original Form
            10-QSB, which was originally filed with the Securities and Exchange Commission
            on July 17, 2006.
  **STATEMENT
        REGARDING THIS REPORT**
  **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 Condensed Consolidated Financial Statements
              
              5Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              
              18Item
                  3. Controls and Procedures
              
              31**PART
                  II. OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              32Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              32Item
                  3. Defaults upon senior securities
              
              32Item
                  4. Submission of matters to a vote of security holders
              
              32Item
                  5. Other information
              
              32Item
                  6. Exhibits
              
              32Signatures
              
              34
  4


**TITAN
      GLOBAL HOLDINGS, INC.**


**UNAUDITED
      CONDENSED CONSOLIDATED BALANCE SHEET**


**MAY
      31, 2006**


**(In
      thousands except share data)**





**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            2,161Restricted
                cash
            
            
            750Accounts
                receivable-trade, net of reserves of $69
            
            
            10,985Inventory,
                net
            
            
            2,344Prepaid
                expenses and other current assets
            
            
            360Total
                current assets
            
            
            16,600Equipment
                and improvements, net
            
            
            2,233Definite-lived
                intangible assets, net
            
            
            22,558Goodwill
            
            
            4,439Capitalized
                loan fees, net
            
            
            737Other
                assets
            
            
            378Total
                assets
            
            $
            46,945**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities:Current
                portion of long-term debt, net of discounts of $668
            
            $
            3,617Convertible
                short term debt - related parties, net of discount of $350
            
            
            100Line
                of credit , net of discounts of $1,615
            
            
            7,268Accounts
                payable - trade
            
            
            18,285Accrued
                liabilities
            
            
            551Derivative
                financial instruments
            
            
            4,081Total
                current liabilities
            
            
            33,902Redeemable
                convertible preferred stock - 9,000,000 shares authorized, issued
                and
                outstanding (preference in liquidation of $9,081)
            
            
            9,081Long-term
                debt
            
            
            6,780Long-term
                debt - related parties
            
            
            4,823Total
                liabilities
            
            
            54,586Commitments
                and contingenciesStockholders’
                deficit:Common
                stock, $0.001 par value, 950,000,000 shares authorized, 44,586,052
                shares
                issued and outstanding
            
            
            45Additional
                paid-in capital
            
            
            22,638Accumulated
                deficit
            
            
            (30,324
            )Total
                stockholders’ deficit
            
            
            (7,641
            )Total
                liabilities and stockholders' deficit
            
            $
            46,945




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**
            
            **Nine
                Months Ended****(as
                restated)**
            
            **(as
                restated)****05/31/06**
            
            **05/31/05**
            
            **05/31/06**
            
            **05/31/05**Sales
            
            $
            28,869
            
            $
            4,571
            
            $
            82,552
            
            $
            12,430Cost
                of sales(excluding
                depreciation of $156, $153, $467, and $312, respectively)
            
            
            26,053
            
            
            4,096
            
            
            75,563
            
            
            11,586Operating
                expenses:Sales
                and marketing
            
            
            439
            
            
            347
            
            
            1,323
            
            
            1,150General
                and administrative expenses
            
            
            2,434
            
            
            680
            
            
            7,087
            
            
            1,797Loss
                from operations
            
            
            (57
            )
            
            (552
            )
            
            (1,421
            )
            
            (2,103
            )Other
                income (expenses):Interest
                expense
            
            
            (2,980
            )
            
            (525
            )
            
            (6,494
            )
            
            (1,991
            )Derivative
                instrument loss
            
            
            (1,206
            )
            
            (2,493
            )
            
            (261
            )
            
            (780
            )Other
            
            
            39
            
            
            -
            
            
            65
            
            
            2Loss
                before income taxes
            
            
            (4,204
            )
            
            (3,570
            )
            
            (8,111
            )
            
            (4,872
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            
            (4,204
            )
            
            (3,570
            )
            
            (8,111
            )
            
            (4,872
            )Preferred
                stock dividends
            
            
            -
            
            
            -
            
            
            (68
            )
            
            -Net
                loss attributable to common stockholders
            
            $
            (4,204
            )
            $
            (3,570
            )
            $
            (8,179
            )
            $
            (4,872
            )Net
                loss per common share:Basic
                and Diluted
            
            $
            (0.09
            )
            $
            (0.14
            )
            $
            (0.20
            )
            $
            (0.20
            )Weighted
              average number of common shares outstanding:Basic
                and Diluted
            
            
            44,586,052
            
            
            24,749,305
            
            
            40,473,424
            
            
            24,745,093




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


6




**TITAN
      GLOBAL HOLDINGS, INC.**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT**


**(In
      thousands, except number of shares)**


**Additional****Common
                    Stock**
                
                **Paid-In**
                
                **Accumulated**
                
                **Deferred****Shares**
                
                **Amount**
                
                **Capital**
                
                **Deficit**
                
                **Compensation**
                
                **Total**Balances,
                    8/31/05 (as restated)
                
                
                35,332,638
                
                $
                35
                
                $
                22,124
                
                $
                (22,663
                )
                $
                (7
                )
                $
                (511
                )Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                (8,111
                )
                
                
                
                
                (8,111
                )Other
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                7
                
                
                7Preferred
                    stock dividends
                
                
                
                
                
                
                
                
                (68
                )
                
                
                
                
                
                
                
                (68
                )Conversion
                    of notes payable - related party and accrued interest to common
                    stock
                
                
                9,253,414
                
                
                10
                
                
                582
                
                
                
                
                
                
                
                
                592Beneficial
                    conversion feature associated with convertible short term debt
                    - related
                    party
                
                
                
                
                
                
                
                
                
                
                
                450
                
                
                
                
                
                450Balances,
                    5/31/06
                
                
                44,586,052
                
                $
                45
                
                $
                22,638
                
                $
                (30,324
                )
                $
                -
                
                $
                (7,641
                )


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




7




**TITAN
        GLOBAL HOLDINGS, INC.**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(In
        thousands)**
  **Nine
                  Months Ended****(as
                  restated)****05/31/06**
              
              **05/31/05**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (8,111
              )
              $
              (4,872
              )Adjustments
                  to reconcile net loss to net cash provided by(used
                  in) operating activities:Non-cash
                  interest paid in common stock
              
              
              96
              
              
              20Loss
                  on derivative instruments
              
              
              261
              
              
              780Amortization
                  of deferred compensation
              
              
              -
              
              
              178Amortization
                  of debt discounts and bank fees
              
              
              6,192
              
              
              1,576Depreciation
                  and amortization
              
              
              3,414
              
              
              477Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (2,378
              )
              
              (112
              )Inventory
              
              
              754
              
              
              (90
              )Prepaid
                  expenses and other current assets
              
              
              (287
              )
              
              (4
              )Other
                  assets
              
              
              (1,237
              )
              
              (114
              )Accounts
                  payable and accrued liabilities
              
              
              2,496
              
              
              1,076Net
                  cash provided by (used in) operating activities
              
              
              1,200
              
              
              (1,085
              )Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (434
              )
              
              (65
              )Net
                  cash used in investing activities
              
              
              (434
              )
              
              (65
              )Cash
                  flows from financing activities:Proceeds
                  from (repayments on) line of credit, net
              
              
              2,809
              
              
              574Proceeds
                  from issuance of note payable to related parties
              
              
              450
              
              
              583Payments
                  of long-term debt
              
              
              -
              
              
              (320
              )Payments
                  of short-term debt
              
              
              (3,356
              )
              
              (185
              )Restricted
                  cash
              
              
              (750
              )
              
              -Net
                  cash provided by (used in) financing activities
              
              
              (847
              )
              
              652Net
                  decrease in cash
              
              
              (81
              )
              
              (498
              )Cash
                  and cash equivalents at beginning of period
              
              
              2,242
              
              
              797Cash
                  and cash equivalents at end of period
              
              $
              2,161
              
              $
              299Supplemental
                  disclosure of cash flow information:Interest
                  paid
              
              $
              2,385
              
              $
              394Income
                  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
              
              $
              592
              
              $
              -




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




8


**TITAN
      GLOBAL HOLDINGS, INC.**


**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Amounts
      in thousands, except share and per share amounts)**





***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
      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 May 31, 2006, Titan
      has a
      working capital deficit of $17,302. The Company continues to incur significant
      losses and has an accumulated deficit of $30,324 at May 31, 2006. The Company
      had a loss from operations of $57 for the quarter ended May 31, 2006, and its
      cumulative 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 Titan PCB facilities have received from the United
      States military; (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; however, no assurances of such outcomes
      can
      be given. The consolidated financial statements do not include any adjustments
      that might result from the outcome of the uncertainty.





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 50 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, May 31, 2005**
              
              **For
                  the nine months ended, May 31, 2005**Revenue
                  from services
              
              $
              32,908
              
              $
              108,162Net
                  income
              
              $
              944
              
              $
              2,870Net
                  income attributable to common stockholders
              
              $
              944
              
              $
              2,870Net
                  income per basic and diluted common share attributable to common
                  stockholders
              
              $
              0.04
              
              $
              0.12Weighted-average
                  shares of basic and diluted common stock outstanding
              
              
              24,749,305
              
              
              24,745,093




***Note
      3.*** **** ***Loss
      Per Common Share***


We
        compute net income or loss per share in accordance with Statement of Financial
        Accounting Standards No. 128 “Earnings per Share” (“SFAS 128”) and SEC Staff
        Accounting Bulletin No. 98 (“SAB 98”). Under the provisions of SFAS 128 and SAB
        98, basic net income or loss per share is computed by dividing the net income
        or
        loss available to common stockholders for the period, after deducting preferred
        stock dividends, by the weighted average number of common shares during the
        period. Diluted net income or loss per share is computed by dividing the
        net
        income or loss for the period by the total number of common and common
        equivalent shares outstanding during the period. During the period when they
        would be anti-dilutive, common stock equivalents (which during the three
        and
        nine months ended May 31, 2006 consisted of options to purchase 1,045,000
        common
        shares, debt convertible into 4,500,000 common shares, warrants to purchase
        6,750,000 common shares, and preferred stock convertible into 6,054,500 common
        shares) are not considered in the computations as they are anti-dilutive.
  11
 ***Note
          4.*** **** ***Inventory***
 
 Inventory
          consisted of the following:
  Raw
                      materials and finished subassemblies
                  
                  $
                  441Work
                      in process
                  
                  
                  578Finished
                      goods
                  
                  
                  1,3882,407Less
                      inventory reserves
                  
                  
                  (63
                  )Total
                  
                  $
                  2,344




At
        May
        31, 2006, the reserve for obsolescence was $63 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***
  On
        December 30, 2005, the Company converted the $592 of outstanding debt to
        Farwell
        Equity Partners, LLC (“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.
 
 On
        March
        24, 2006, the Company entered into a 10% Convertible Promissory Note agreement
        with Farwell. The note provides an available advance of funds up to a total
        of
        $450,000. As of May 31, 2006, the outstanding balance of the note was $450,000.
        The maturity date of the note is December 31, 2006. At any time prior to
        repayment, Farwell may elect to convert some or all of the principal and
        interest owed into the Company’s common stock at a rate of $0.10 per share. In
        addition, the agreement provided warrants for an addition 6,750,000 common
        shares at an exercise price of $0.23 per share. The warrants shall expire
        on
        March 24, 2013. Subsequent to quarter end, Farwell elected to convert the
        note
        payable into 4,500,000 shares of common stock. The Company recorded a $450
        beneficial conversion feature associated with this note which is being amortized
        over the term of the note.
 
 
 ***Note
        6.*** **** ***CapitalSource***
 
 As
        of May
        31, 2006, the Company currently has $8,000 in term notes payable (“Term Loan”),
        of which $1,220 is classified as current in the accompanying financial
        statements, and $4,883 in a revolving line of credit (“Revolving Loan”) with
        CapitalSource. On November 9, 2005, Oblio was notified by CapitalSource that
        certain events of default had occurred in connection with this Credit and
        Security Agreement. The default related 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 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 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.
  12
 The
          Company and CapitalSource amended the debt obligations in the quarter ended
          May
          31, 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 Loan
          to CapitalSource through June 2007.
  At
                    May 31, 2006, the following amounts were outstanding:CapitalSource
                    Revolver
                
                $
                4,883Less:
                    current portion
                
                
                -$
                4,883CapitalSource
                    Term A
                
                $
                3,733Less:
                    current portion
                
                
                (900
                )$
                2,833CapitalSource
                    Term B
                
                $
                4,267Less:
                    current portion
                
                
                (320
                )$
                3,947The
                    revolving credit facility provides for borrowings utilizing an
                    asset based
                    formula, using eligible receivables, inventory and fixed assets,
                    less any
                    reserves. The amount of available borrowings pursuant to the
                    formula as
                    follows:
                
                $
                7,179Less:
                    amount borrowed under minimum borrowing note
                
                
                -Less:
                    amount borrowed under revolving credit facility
                
                
                (4,883
                )(4,883
                )Excess
                    availability
                
                $
                2,296
  ***Note
          7. Laurus Master Fund***
 
 As
          of May
          31, 2006, the Company currently has $3,066 in term notes payable of which
          $3,066
          is classified as current in the accompanying financial statements, and
          $4,000 in
          a revolving credit facility with Laurus Master Funds. Additionally, the
          Company
          has recorded beneficial conversion features of $2,283 as of May 31, 2006
          associated with the term notes payable and revolving credit facility. 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.
 
 At
          May
          31, 2006, the following amounts were outstanding. See Note 8 for information
          on
          the derivative instrument liabilities related to the warrants issued to
          Laurus
          and the bifurcated embedded derivative instruments related to the convertible
          notes.
  13




At
                  May 31, 2006, the following amounts were outstanding:Laurus
                  Revolver (no additional borrowing availability)
              
              $
              2,500Less:
                  current portion
              
              
              (2,500
              )$
              -Laurus
                  Overadvance
              
              $
              1,500Less:
                  current portion
              
              
              (1,500
              )$
              -Laurus
                  Term # 1
              
              $
              1,817Less:
                  current portion
              
              
              (1,817
              )$
              -Laurus
                  Term # 2
              
              $
              1,249Less:
                  current portion
              
              
              (1,249
              )$
              -The
                  revolving credit facility provides for borrowings utilizing an
                  asset based
                  formula, using eligible receivables, inventory and fixed assets,
                  less any
                  reserves. The amount of available borrowings pursuant to the formula
                  as
                  follows:
              
              $
              4,000Less:
                  amount borrowed under minimum borrowing note
              
              
              -Less:
                  amount borrowed under revolving credit facility
              
              
              (4,000
              )(4,000
              )Excess
                  availability
              
              $
              -




***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 May 31, 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
        estimated life 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 May
        31, 2006, the Company has $4,081 of derivative financial instrument liability
        with respect to its debt to Laurus Master Fund (see Note 7) and Farwell Equity
        Partners (see Note 5). This derivative liability is recognized as
        follows:
  14


Value
        of
        embedded derivatives:
 Issue
                
                Expiration
                
                
                
                ValueDate
                
                Date
                
                Instrument
                
                5/31/200611/20/2003
                
                11/20/2006
                
                Registration
                    Rights Agreement
                
                2,21911/20/2003
                
                11/20/2006
                
                3%
                    Cash Payment Premium
                
                2453/30/2004
                
                3/30/2007
                
                Registration
                    Rights Agreement
                
                3773/24/2006
                
                3/24/2013
                
                Freestanding
                    Warrants
                
                1,074Other
                
                166**Total
                    Fair Value as of May 31, 2006**
                
                **4,081**
 
 ***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 nine months
        ended May 31, 2006.
 
 During
        the three and nine month periods ended May 31, 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:
 Three
                    Months Ended,
                
                Nine
                    Months Ended,5/31/06
                
                5/31/05
                
                5/31/06
                
                5/31/05Net
                    loss attributable to common shareholders, as reported
                
                $
                (4,204
                )
                $
                (3,570
                )
                $
                (8,179
                )
                $
                (4,872
                )Add:
                    Compensation recognized under APB No. 25
                
                
                -
                
                
                12
                
                
                -
                
                
                35Deduct:
                    Compensation recognized under SFAS No. 123
                
                
                -
                
                
                (19
                )
                
                -
                
                
                (97
                )Proforma,
                    net loss attributable to common shareholders
                
                $
                (4,204
                )
                $
                (3,577
                )
                $
                (8,179
                )
                $
                (4,934
                )Net
                    loss per share:Basic
                    and diluted, as reported
                
                $
                (0.09
                )
                $
                (0.14
                )
                $
                (0.20
                )
                $
                (0.20
                )Basic
                    and diluted, proforma
                
                $
                (0.09
                )
                $
                (0.14
                )
                $
                (0.20
                )
                $
                (0.20
                )
  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, 2006. The effect of the adoption of
        SFAS
        No. 123(R) is approximated in the table included above.
  15




***Note
      10. Federal Excise Tax Refund***




On
      May
      25, 2006, after a number of court cases held that the Internal Revenue Service
      (“IRS”) was improperly imposing the Federal Excise Tax (“FET”) upon toll charges
      that varied only with time and not distance, the Internal Revenue Service
      announced that it would no longer require providers of communications services
      to collect the FET on services such as prepaid telephone PINs. The IRS, in
      Notice 2006-50, announced that taxpayers may be entitled to request a refund
      of
      excise taxes paid in the taxpayer’s 2006 federal tax return. The Notice also
      specifies that non-fiscal year end taxpayers should request a refund in the
      period that includes December 31, 2006.




The
      Company estimates that it is entitled to a refund in the amount of $2,800 for
      FET amounts invoiced through May 31, 2006. However, the ultimate amount that
      will be collected is uncertain at this time. Additionally, this amount has
      not
      been recorded in the financial statements as of May 31, 2006. Once the amounts
      are specifically identified the Company will record the reduction to its cost
      of
      goods sold and the related receivable for a refund of paid FET.




***Note
      11.  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.




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 May 31, 2006.




16




***Note
      12. Segment Information***


Three
                  Months Ended,
              
              Nine
                  Months Ended,5/31/06
              
              5/31/05
              
              5/31/06
              
              5/31/05**Sales:**
              
              
              
              (as
                  restated)
              
              
              
              (as
                  restated)PCB
              
              $
              5,723
              
              $
              4,571
              
              $
              14,835
              
              $
              12,430Telecommunications
              
              
              23,146
              
              
              -
              
              
              67,717
              
              
              -Totals
              
              $
              28,869
              
              $
              4,571
              
              $
              82,552
              
              $
              12,430**Interest
                  expense:**PCB
              
              $
              2,200
              
              $
              525
              
              $
              4,693
              
              $
              1,991Telecommunications
              
              
              780
              
              
              -
              
              
              1,802
              
              
              -Totals
              
              $
              2,980
              
              $
              525
              
              $
              6,495
              
              $
              1,991**Net
                  Loss:**PCB
              
              $
              (3,362
              )
              $
              (3,570
              )
              $
              (4,453
              )
              $
              (4,872
              )Telecommunications
              
              
              (842
              )
              
              -
              
              
              (3,658
              )
              
              -Totals
              
              $
              (4,204
              )
              $
              (3,570
              )
              $
              (8,111
              )
              $
              (4,872
              )**Assets:**PCB
              
              $
              7,748
              
              $
              6,944
              
              $
              7,748
              
              $
              6,944Telecommunications
              
              
              39,197
              
              
              -
              
              
              39,197
              
              
              -Totals
              
              $
              46,945
              
              $
              6,944
              
              $
              46,945
              
              $
              6,944**Equipment
                  and improvements (Net):**PCB
              
              $
              1,979
              
              $
              2,346
              
              $
              1,979
              
              $
              2,346Telecommunications
              
              
              254
              
              
              -
              
              
              254
              
              
              -Totals
              
              $
              2,233
              
              $
              2,346
              
              $
              2,233
              
              $
              2,346**Capital
                  expenditures:**PCB
              
              $
              77
              
              $
              65
              
              $
              115
              
              $
              65Telecommunications
              
              
              78
              
              
              -
              
              
              318
              
              
              -Totals
              
              $
              155
              
              $
              65
              
              $
              433
              
              $
              65**Depreciation
                  expense:**PCB
              
              $
              153
              
              $
              153
              
              $
              462
              
              $
              312Telecommunications
              
              
              3
              
              
              -
              
              
              5
              
              
              -Totals
              
              $
              156
              
              $
              153
              
              $
              467
              
              $
              312**Goodwill
                  and intangible assets (Gross):**PCB
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Telecommunications
              
              
              30,883
              
              
              -
              
              
              30,883
              
              
              -Totals
              
              $
              30,883
              
              $
              -
              
              $
              30,883
              
              $
              -**Intangible
                  amortization expense:**PCB
              
              $
              263
              
              $
              6
              
              $
              263
              
              $
              11Telecommunications
              
              
              1,359
              
              
              -
              
              
              2,606
              
              
              -Totals
              
              $
              1,622
              
              $
              6
              
              $
              2,869
              
              $
              11






17


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. All numbers referenced below are stated in thousands
      unless otherwise noted.





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 May 31, 2006, Titan
      has a
      working capital deficit of $17,302. The Company continues to incur significant
      losses and has an accumulated deficit of $30,324 at May 31, 2006. The Company
      had a loss from operations of $57 for the quarter ended May 31, 2006, and its
      cumulative 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 Titan PCB facilities have received from the United
      States military; (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; however, no assurances of such outcomes
      can
      be given. The consolidated financial statements do not include any adjustments
      that might result from the outcome of the uncertainty.





**Summary
      Corporate Background**





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 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.




18




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
      17,816 active subscribers as of May 31, 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.




Beginning
      in 2001, Titan, through its predecessor SVPC Partners LLC, a Delaware limited
      liability company that commenced its operations in July 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
      Circuit Systems, Inc. ("CSI") pursuant to a combined approved bankruptcy court
      sale. After acquiring SVPC Circuit Systems, Inc. and certain assets of CSI,
      Titan acquired certain system integration division assets out of bankruptcy
      from
      creditors of Paragon Electronic Systems, Inc.




19




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.





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 are reflected in our financial statements from the date of
      acquisition. No goodwill resulted from this acquisition.





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. In
      addition, the Company issued to Sammy Jibrin and Radu Achiriloaie, 375,000
      shares of its common stock, par value $0.001. On
      August
      12, 2005, the Company issued to Farwell 66,000 shares of its common stock as
      consideration for 1 share of Oblio representing all of the issued and
      outstanding shares of Oblio pursuant to a Stock Purchase Agreement. On December
      31, 2005, the Company entered into an agreement with Farwell for the Rescission
      of the Stock Purchase Agreement. Pursuant to the terms of the Rescission
      Agreement, the Company returned to Farwell the 1 share of Oblio and Farwell
      returned to the Company, the 66,000 shares of our common stock. Farwell
      simultaneously agreed to make a capital contribution to the Company of the
      1
      share of Oblio, without consideration.





20




**Plan
      of Operations**





Our
      business strategy is to:





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


·
            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 emerging
                technologies.





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.


21





*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 May 31, 2006 the Company had
      approximately 500 customers in its PCB division and approximately 200 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 May 31, 2006, the Company had
      an
      allowance for doubtful accounts of $69. Revisions to the allowances may be
      required from time to time.





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 requests 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.


22





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.





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 May 31, 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.


23





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.





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. For the three and nine months
      ended May 31, 2006, no non-cash compensation has been incurred.





*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
      nine month periods ended May 31, 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 .


24





Three
                Months Ended
            
            Nine
                Months Ended5/31/2006
            
            5/31/2005
            
            5/31/2006
            
            5/31/2005Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0Cost
                of sales
            
            
            90.2
            
            
            89.6
            
            
            91.5
            
            
            93.2Operating
                expenses:Sales
                and marketing
            
            
            1.5
            
            
            7.6
            
            
            1.6
            
            
            9.3General
                and administrative
            
            
            8.4
            
            
            14.9
            
            
            8.6
            
            
            14.4Total
                operating expenses
            
            
            9.9
            
            
            22.5
            
            
            10.2
            
            
            23.7Operating
                loss
            
            
            (0.1
            )
            
            (12.1
            )
            
            (1.7
            )
            
            (16.9
            )Interest
                expense
            
            
            (10.3
            )
            
            (11.5
            )
            
            (7.8
            )
            
            (16.0
            )Derivative
                instrument expense
            
            
            (4.2
            )
            
            (54.5
            )
            
            (0.3
            )
            
            (6.3
            )Miscellaneous
            
            
            0.1
            
            
            -
            
            
            -
            
            
            -Net
                income/ (loss)
            
            
            (14.5
            )
            
            (78.1
            )
            
            (9.8
            )
            
            (39.2
            )





**Three
      Months Ended May 31, 2006 Compared to the Three Months Ended May 31,
      2005.**





*Net
      Sales*





Net
      sales
      increased by $24,298 or 532% from $4,571 in the three months ended May 31,
      2005
      to $28,869 in the three months ended May 31, 2006. This increase resulted
      primarily from our newly acquired Oblio division of $23,416. Additionally,
      net
      sales increased 25% 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 with more geographic coverage.





*Cost
      of Sales*





Cost
      of
      sales increased $21,957, or 536%, from $4,096 in the three months ended May
      31,
      2005 to $26,053 in the three months ended May 31, 2006. As a percentage of
      sales, these costs increased from 89.6% in the three months ended May 31, 2005
      to 90.2% 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, copper and laminate.




*Operating
      Expenses*





Sales
      and
      marketing expenses increased $92 from $347 in the three months ended May 31,
      2005 to $439 in the three months ended May 31, 2006 and as a percentage of
      sales
      decreased from 7.6% of sales in the quarter ended May 31, 2005 to 1.5% of sales
      in the quarter ended May 31, 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 $1,754 or 257%, from $680 in the three
      months ended May 31, 2005 to $2,434 in the three months ended May 31, 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 14.9% in the three months ended May 31, 2005
      to 8.4% in the three months ended May 31, 2006.


25





*Interest
      (Income) Expense*





Interest
      expense increased by $2,455, or 468%, from $525 in interest expense in the
      three
      months ended May 31, 2005 to $2,980 in interest expense the three months ended
      May 31, 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) and due to the increase in outstanding debt to
      CapitalSource (see note 6). The outstanding debt with CapitalSource in the
      three
      months ended May 31, 2005 was $0 compared to the debt in the three months ended
      May 31, 2006 which was $8,000.





*Derivative
      Instruments (Income) Expense*





Derivative
      instruments expense was $1,206 for the three months ended May 31, 2006 compared
      to derivative instrument expense of $2,493 for the three months ended May 31,
      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.





*Net
      Loss*





Net
      loss
      increased $634 from a net loss of $3,570 in the three months ended May 31,
      2005
      to a net loss of $4,204 in the three months ended May 31, 2006. The increase
      in
      the net loss resulted primarily from interest expense in the printed circuit
      board division and the addition of the Oblio acquisition.





**Nine
      Months Ended May 31, 2006 Compared to the Nine Months Ended May 31,
      2005.**





*Net
      Sales*





Net
      sales increased by $70,122 or 564% from $12,430 in the nine months ended May
      31,
      2005 to $82,552 in the nine months ended May 31, 2006. This increase resulted
      primarily from increases of $67,717 from our newly acquired Oblio division
      and a
      19% increase in sales in our PCB division.





*Cost
      of Sales*





Cost
      of sales increased $63,977 or 552%, from $11,586 in the nine months ended May
      31, 2005 to $75,563 in the nine months ended May 31, 2006. As a percentage
      of
      sales, these costs decreased from 93.2% in the nine months ended May 31, 2005
      to
      91.5% in the nine months ended May 31, 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 $173 from $1,150 in the nine months ended
      May
      31, 2005 to $1,323 in the nine months ended May 31, 2006 and as a percentage
      of
      sales decreased from 9.3% of sales in the nine months ended May 31, 2005 to
      1.6%
      of sales in the nine months ended May 31, 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.


26





General
      and administrative expenses increased by $5,290 or 294%, from $1,797 in the
      nine
      months ended May 31, 2005 to $7,087 in the nine months ended May 31,
      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 14.4% in the nine months ended May 31, 2005
      to
      8.6% in the nine months ended May 31, 2006.





*Interest
      (Income) Expense*





Interest
      expense increased by $4,503 from interest expense of $1,991 in the nine months
      ended May 31, 2005 to interest expense of $6,494 in the nine months ended May
      31, 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) and due to the increase in outstanding debt to CapitalSource (see note
      6). The outstanding debt with CapitalSource in the nine months ended May 31,
      2005 was $0 compared to the debt in the nine months ended May 31, 2006 which
      was
      $8,000.




*Derivative
      Instruments (Income) Expense*





Derivative
      instruments expense was $261 for the nine months ended May 31, 2006 compared
      to
      derivative instrument expense of $780 for the nine months ended May 31, 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.





*Net
      Loss*





Net
      loss increased by $3,239 from $4,872 in the nine months ended May 31, 2005
      to
      $8,111 in the nine months ended May 31, 2006. The increase in net loss resulted
      primarily from the impact of effective interest recorded on derivative
      liabilities.




**Liquidity
      and Capital Resources**





Our
      principal sources of liquidity have been cash provided by operations, an
      infusion of capital from related parties (see note 5) and the borrowings
      incurred in our acquisition of Oblio. As of May 31, 2006, 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, debt service requirements, and 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 working capital needs and 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.


27





The
      following factors, among others, could cause actual results to differ from
      those
      indicated in the forward-looking statements included in this Form 10-QSB:
      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.





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





In
      the
      nine months ended May 31, 2006, net cash provided by operations was $1,200
      while
      in the nine months ended May 31, 2005 cash used in operating activities was
      $1,085. This increase was primarily the result of cash provided from operations
      of the Oblio division and extended payment terms with key vendors.





In
      the
      nine months ended May 31, 2006, we utilized $434 for the purchase of fixed
      assets compared to $65 used for the purchase of fixed assets in the nine months
      ended May 31, 2005, an increase of $369, or 568%. 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.





In
      the
      nine months ended May 31, 2006, we utilized $847 in financing activities
      compared to $652 provided from financing activities for the nine months ended
      May 31, 2005. The increase occurred mainly in our Oblio division as we began
      payment of term debt related to the acquisition of Oblio.





**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.


28





**Critical
      Accounting Policies**




*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.





*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 May 31, 2006 and 2005,
      respectively.


29





*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.





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.


30




**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.





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 May 31, 2006, the Company still had certain
      conditions involving internal controls 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 nine months ended May 31, 2006, the telecommunications
      division represented over 82% 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.


31




**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.





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 May 31, 2006.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





Not
      applicable.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




The
      Company is 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.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





Not
      applicable.





**ITEM
      5. OTHER INFORMATION**





Not
      applicable **.**





**ITEM
      6. EXHIBITS**





31.1
      -
      Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule
      15d-14(a), promulgated under the Securities and Exchange Act of 1934, as
      amended




32




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 Section
      906 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 Section
      906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)


33




**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




Date:
              July 18, 2006
            **Titan
              Global Holdings, Inc.**By:
            /s/ *Curtis
              Okumura*Curtis Okumura
              President and CEO
              (Principal Executive Officer)




By:
            /s/ *Bryan
              M. Chance*Bryan M. Chance
              Chief Financial Officer
                (Principal
                  Financial Officer)


34