**UNITED
                STATES****SECURITIES AND EXCHANGE COMMISSION****Washington,
                D.C. 20549****FORM
                10-QSB****(Mark
                One)**
              **[X]
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE**
              **SECURITIES
                EXCHANGE ACT OF 1934**For
                the Quarterly Period Ended November 30, 2005**OR****[
                ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                THE**
              **SECURITIES
                EXCHANGE ACT OF 1934**For
                the period _______________to
                ________________________**Commission
                File Number: 000-32847****TITAN
                GLOBAL HOLDINGS, INC.**
              
              **(Formerly
                Ventures-National Incorporated)**
              *(Exact
                Name of Registrant as Specified in its
                Charter)*




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




**44358
                Old Warm Springs Blvd.**
              **Fremont,
                California  94538-6148**
              *(Address
                of Principal Executive Offices, Including Zip
                Code)***Registrant’s
                Telephone Number (including area code): (510) 824-1200**Indicate
                by check mark whether the registrant (1) has filed all reports required
                to
                be filed by section 13 or 15(d) of the Securities Exchange Act of
                1934
                during the preceding 12 months (or for such shorter period that the
                registrant was required to file such reports), and (2) has been subject
                to
                such filing requirements for the past 90 days. Yes [x] No[
                ]Indicate by
              check mark
              whether the registrant is a shell company (as defined in Rule 12b-2
              of the
              Exchange Act). Yes [ ] No[x]Indicate
                by a check mark whether the registrant is an accelerated filer (as
                defined
                in Rule 12b-2 of the Exchange Act)  Yes [ ] No
                [x]Number
                of shares of common stock, $0.001 par value, outstanding at January
                1,
                2006: 35,332,638










**TITAN
        GLOBAL HOLDINGS, INC.**
 **(FORMERLY
        VENTURES-NATIONAL INCORPORATED)**
 
 **TABLE
        OF CONTENTS**
 
 
 Page**PART
                  I. FINANCIAL INFORMATION**Item
                  1. Consolidated Financial Statements
              
              
              3Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations.
              
              
              11Item
                  3. Controls and Procedures
              
              
              22**PART
                  II. OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              
              23Item
                  2. Unregistered Sales of Equity Securities and Use of Proceeds
              
              
              23Item
                  3. Defaults upon senior securities
              
              
              23Item
                  4. Submission of matters to a vote of security holders
              
              
              23Item
                  5. Other information
              
              
              23Item
                  6. Exhibits
              
              
              23Signatures
              
              
              24
 
 1







**TITAN
                GLOBAL HOLDINGS, INC.**
              **(FORMERLY
                VENTURES-NATIONAL INCORPORATED)**
              
              **FORM
                10-QSB**
              
              **FOR
                THE QUARTER ENDED**
              
              **NOVEMBER
                30, 2005**
              
              **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.




2




**TITAN
                  GLOBAL HOLDINGS, INC.****(FORMERLY
                  VENTURES-NATIONAL INCORPORATED)****CONDENSED
                  CONSOLIDATED BALANCE SHEET****NOVEMBER
                  30, 2005****(In
                  thousands except share data)****(Unaudited)****ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              $
              1,072Restricted
                  cash
              
              
              750Accounts
                  receivable, net of reserves of $123
              
              
              8,192Inventory,
                  net
              
              
              3,176Prepaid
                  expenses and other current assets
              
              
              122Total
                  current assets
              
              
              13,312Equipment
                  and improvements, net
              
              
              2,147Definite-lived
                  intangible assets, net
              
              
              25,197Goodwill
              
              
              4,439Capitalized
                  loan fees, net
              
              
              1,091Other
                  assets
              
              
              445Total
                  assets
              
              $
              46,631**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilities:Short-term
                  debt - related parties
              
              $
              2,897Current
                  portion of long-term debt, net of discounts of $1,197
              
              
              12,649Lines
                  of credit, net of discounts of $1,779
              
              
              5,589Accounts
                  payable - trade
              
              
              12,971Accrued
                  liabilities
              
              
              2,049Total
                  current liabilities
              
              
              36,155Redeemable
                  preferred stock - 9,000 shares authorized, issued and outstanding
                  (preference in
              
              
              9,081liquidation
                  of $9,081)
              
              
              2,288Long-term
                  debt - related parties, net of discounts of $212
              
              
              47,524Total
                  liabilitiesCommitments
                  and contingenciesStockholders’
                  deficit:Common
                  stock, $0.001 par value, 950,000,000 sharesauthorized,
                  35,332,638 shares issued and outstanding
              
              
              35Additional
                  paid-in capital
              
              
              22,138Accumulated
                  deficit
              
              
              (23,066
              )Total
                  stockholders’ deficit
              
              
              (893
              )Total
                  liabilities and stockholders' deficit
              
              $
              46,631
 
 The
        accompanying notes form an integral part of the condensed consolidated financial
        statements.
  3
 
 **TITAN
        GLOBAL HOLDINGS, INC.**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
  **(In
        thousands, except share and per share data)**
 **(Unaudited)**
 
 **Three
                  Months Ended****11/30/05**
              
              **11/30/04**Sales
              
              $
              27,680
              
              $
              3,873Cost
                  of sales
              
              
              25,571
              
              
              3,956Gross
                  profit (loss)
              
              
              2,109
              
              
              (83
              )Operating
                  expenses:Sales
                  and marketing
              
              
              425
              
              
              404General
                  and administrative expenses(Including
                  non-cash compensation of $7 and $78)
              
              
              2,198
              
              
              622Loss
                  from operations
              
              
              (514
              )
              
              (1,109
              )Other
                  income (expenses):Interest
                  expense (including non-cash of $811 and $335)
              
              
              (1,563
              )
              
              (500
              )Miscellaneous
              
              
              1
              
              
              1Loss
                  before income taxes
              
              
              (2,076
              )
              
              (1,608
              )Provision
                  for income taxes
              
              
              -
              
              
              -Net
                  loss
              
              $
              (2,076
              )
              $
              (1,608
              )
 
 Net
                  loss per share:Basic
                  and Diluted
              
              $
              (0.06
              )
              $
              (0.07
              )Weighted
                  average number of shares outstanding:Basic
                  and Diluted
              
              
              35,332,638
              
              
              24,736,668
 
 The
        accompanying notes form an integral part of the condensed consolidated financial
        statements.
  4
 
 **TITAN
        GLOBAL HOLDINGS, INC.**
  **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(In
        thousands)**
 **(Unaudited)**
  **Three
                  months Ended****11/30/05**
              
              **11/30/04**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,076
              )
              $
              (1,608
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Non-cash
                  interest paid in common stock
              
              
              -
              
              
              20Amortization
                  of deferred compensation
              
              
              7
              
              
              78Non-cash
                  interest expense related to accrued preferred stockdividend
              
              
              81
              
              
              -Non-cash
                  interest expense related toamortization
                  of beneficial conversion features
              
              
              310
              
              
              315Depreciation
                  and amortization
              
              
              1,832
              
              
              221Changes
                  in operating assets and liabilities:Restricted
                  cash
              
              
              (750
              )
              
              -Accounts
                  receivable
              
              
              416
              
              
              110Inventory
              
              
              (78
              )
              
              (6
              )Prepaid
                  expenses and other current assets
              
              
              38
              
              
              (85
              )Other
                  assets
              
              
              17
              
              
              38Accounts
                  payable
              
              
              (1,476
              )
              
              259Accrued
                  liabilities
              
              
              119
              
              
              236Net
                  cash used in operating activities
              
              
              (1,560
              )
              
              (422
              )Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (76
              )
              
              (36
              )Net
                  cash used in investing activities
              
              
              (76
              )
              
              (36
              )Cash
                  flows from financing activities:Borrowings
                  on lines of credit, net
              
              
              1,199
              
              
              48Proceeds
                  from issuance of note payable to related parties
              
              
              372
              
              
              300Payments
                  of long-term debt
              
              
              (1,050
              )
              
              (304
              )Payments
                  of short-term debt
              
              
              -
              
              
              (40
              )Payments
                  to related parties
              
              
              (55
              )
              
              -Net
                  cash provided by financing activities
              
              
              466
              
              
              4
 Net
                    decrease in cash
                
                
                (1,170
                )
                
                (454
                )Cash
                    and cash equivalents at beginning of period
                
                
                2,242
                
                
                797Cash
                    and cash equivalents at end of period
                
                $
                1,072
                
                $
                343Supplemental
                    disclosure of cash flow information:Interest
                    paid
                
                $
                1,005
                
                $
                130Income
                    tax paid
                
                $
                -
                
                $
                -Non
                    cash activities:Issuance
                    of common stock to pay accrued interest
                
                $
                -
                
                $
                20
  The
            accompanying notes form an integral part of the condensed consolidated
            financial
            statements .
 5


**TITAN
      GLOBAL HOLDINGS, INC.**


**(FORMERLY
      VENTURES-NATIONAL INCORPORATED)**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


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


**(Unaudited)**








***Note
      1.*** ****  ***Basis
      of Presentation and Nature of Business Operations***





**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared by Titan Global Holdings, Inc. (formerly Ventures-National
      Incorporated), (“Titan” 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 November 30, 2005, Titan
      had a working capital deficit of $22,843 and an accumulated deficit of $23,066.
      The Company's significant operating losses, high debt levels, defaults on debt
      covenants and negative working capital raise substantial doubt about its ability
      to continue as a going concern. Management plans to take the following steps
      that it believes will be sufficient to provide the Company with the ability
      to
      continue its operations: (1) raise additional capital through a combination
      of
      equity and non-equity financing as well as expanding the market for its products
      due to the additional certifications the Company has received; (2) use the
      proceeds of these transactions to expand its current product offerings to allow
      for additional processing services for its customers (3) the Company has become
      a mobile virtual network operator (“MVNO”) which allows it to expand its prepaid
      calling services into the wireless market (4) the Company is currently
      investigating financing alternatives to restructure its debt. Management
      anticipates revenues to grow as a result of additional customer offerings.
      Management believes that these financing options and new product offerings
      will
      enable the Company to generate positive operating cash flows and continue its
      operations. The consolidated financial statements do not include any adjustments
      that might result from the outcome of the uncertainty; however no assurances
      of
      such outcomes can be given.




6





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





**Nature
      of Business**





We
      are a
      technology concentric holding company operating in the prepaid communications
      services and prototype printed circuit board industries though our wholly owned
      subsidiaries, Oblio Telecom, Inc, Titan PCB West, Inc. and Titan PCB East,
      Inc.
      Our prepaid 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., is engaged in
      the
      creation, marketing, and distribution of prepaid telephone products for the
      wire
      line and wireless markets and other related activities.





Oblio’s
      products are sold directly to wholesale distributors in 38 states and are
      available in approximately 60,000 retail locations nationwide. By strictly
      adhering to a “no hidden cost” philosophy, Oblio has earned a loyal customer
      base in an industry where uncertainty reigns and its TCC® registered trademark
      is a household name for hundreds of thousands of consumers
      nationwide.





Oblio’s
      prepaid international phone cards provide consumers with a competitive
      alternative to traditional post-paid long distance telecommunications services.
      Through agreements with large and medium sized carriers Oblio offers products
      that target many of the country’s diverse 1st and 2nd generation Americans,
      providing end users with quality low cost international calling options. To
      leverage its brand recognition and loyal customer base, Oblio’s management team
      is preparing to enter additional prepaid market segments. Entering additional
      prepaid markets will optimize economies of scale and fuel organic growth. The
      most logical market to enter next is the prepaid wireless sector.





On
      August
      19, 2005 Oblio announced its debut into the prepaid wireless sector when it
      became a Mobile Virtual Network Operator or "MVNO" through an agreement with
      a
      tier-one communications provider. As a MVNO, Oblio launched its new wireless
      product line, branded ***BRAVO
      Cellular,*** in
      September of 2005. This agreement positions Oblio in one of the fastest growing
      sectors in the telecommunications industry. For example, working as a MVNO
      operator with Sprint, Virgin Mobile USA launched its youth-oriented wireless
      services in July 2002 and quickly added more than 500,000 prepaid subscribers
      within its first 9 months of operations.





In
      our
      prototype 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
      prototype printed circuit boards serve as the foundation in many electronic
      products used in telecommunications, medical devices, automotive, military
      applications, aviation components, networking and computer
      equipment.





Our
      time
      sensitive and high quality manufacturing services enable our customers to
      shorten 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.




7





***Note
      2.*** **** ***Loss
      Per Common Share***





In
      accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
      share is calculated by dividing net loss available to common stockholders less
      preferred dividends by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similarly to basic loss per common
      share, except that the denominator is increased to include the number of
      additional common shares that would have been outstanding if the potential
      common shares had been issued and if the additional common shares were not
      antidilutive. Titan has excluded all outstanding options and convertible debt
      from the calculation of diluted net loss per share because these securities
      are
      anti-dilutive. As of November 30, 2005, Titan had common stock equivalents
      of
      approximately 1,045,000 shares related to the options, approximately 4,045,000
      shares related to shares to be issued upon conversion of the convertible debt,
      and approximately 6,054,500 shares related to shares to be issued upon
      conversion on the preferred stock.





***Note
      3.*** **** ***Inventory***





Inventory
      consisted of the following:


Raw
                  materials and finished subassemblies
              
              $
              352Work
                  in process
              
              
              539Finished
                  goods
              
              
              2,3663,257Less
                  inventory reserves
              
              
              81Total
              
              $
              3,176





At
      November 30, 2005, the reserve for obsolescence was $81 principally related
      to
      raw material inventory.





***Note
      4.*** **** ***Notes
      Payable - Related Party***





During
      the quarter ended November 30, 2005, the Company borrowed an additional $355
      and
      claimed reimbursement for $17 of expenses under the 10% $1,000 note agreement
      with Farwell Equity Partners, LLC. (“Farwell”) - a note that Mr. Frank Crivello
      transferred to Farwell on July 28, 2005. As a result of a conversion taking
      place under this note in the fiscal year ended August 31, 2005, the note is
      no
      longer convertible. The note balance at November 30, 2005 was $557, not
      including interest of $7, and carried an expiration date of December 31, 2005.
      Subsequent to quarter end, Farwell advanced an additional $18 and the Company
      incurred additional interest expense related to this note of $11. Farwell
      entered into a Loan Conversion Agreement with the Company whereby the total
      amount due converted into 9,253,414 shares of our common stock ($0.0639 per
      share). Subsequent to quarter end, the Company recorded a beneficial conversion
      feature on this $593 in the amount of $593 with an offsetting increase in
      additional paid in capital. The Company expensed this amount as interest expense
      upon conversion.





***Note
      5.*** **** ***CapitalSource
      Default***





On
      November 9, 2005, Oblio was notified by CapitalSource that certain events of
      default have occurred and are continuing to occur in connection with this Credit
      and Security Agreement. The defaults deal with not maintaining minimum EBITDA
      as
      stated in the loan covenants. Oblio was also advised that CapitalSource believed
      Oblio had defaulted on certain representations and covenants. Although, Oblio
      has met all monetary obligations to them, CapitalSource has increased the
      interest rate on the Revolving Loan and the Term Loan by 4% per annum with
      Oblio
      being assessed an interest rate of 11.75% on the Revolving Loan and 14.75%
      on
      the Term Loans. In addition Oblio may be assessed a non-compliance fee of
      approximately $6.5 per day which they have currently decided not to charge.
      CapitalSource has also changed the due date of their term loans to February
      28,
      2006 and as such the remaining unamortized capitalized loan fees at August
      31,
      2005 of $662 are being amortized over the new six month life of the term
      debt.




8




***Note
      6.  Proforma Loss under FASB 148***





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





During
      the three month periods ended November 30, 2005 and 2004, 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,11/30/05
              
              11/30/04Net
                  loss, as reported
              
              $
              (2,076
              )
              $
              (1,608
              )Add:
                  Compensation recognized under APB No. 25
              
              
              7
              
              
              12Deduct:
                  Compensation recognized under SFAS No. 123
              
              
              (27
              )
              
              (44
              )Proforma,
                  net loss
              
              $
              (2,096
              )
              $
              (1,640
              )Net
                  loss per share:Basic
                  and diluted, as reported
              
              $
              (0.06
              )
              $
              (0.07
              )Basic
                  and diluted, proforma
              
              $
              (0.06
              )
              $
              (0.07
              )




***Note
      7.  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.




9





***Note
      8.  Segment Information***


Three
                  Months Ended,11/30/05
              
              11/30/04**Sales:**PCB
              
              $
              4,413
              
              $
              3,873Telecommunications
              
              
              23,267
              
              
              -Totals
              
              $
              27,680
              
              $
              3,873**Interest
                  expense:**PCB
              
              $
              633
              
              $
              500Telecommunications
              
              
              930
              
              
              -Totals
              
              $
              1,563
              
              $
              500**Net
                  Loss:**PCB
              
              $
              (391
              )
              $
              (817
              )Telecommunications
              
              
              (833
              )
              
              -Corporate
                  activities
              
              
              (852
              )
              
              (791
              )Totals
              
              $
              (2,076
              )
              $
              (1,608
              )**Assets:**PCB
              
              $
              7,156
              
              $
              6,926Telecommunications
              
              
              39,475
              
              
              -Totals
              
              $
              46,631
              
              $
              6,926**Equipment
                  and improvements (Gross):**PCB
              
              $
              4,275
              
              $
              4,161Telecommunications
              
              
              32
              
              
              -Totals
              
              $
              4,307
              
              $
              4,161**Additions:**PCB
              
              $
              44
              
              $
              36Telecommunications
              
              
              32
              
              
              -Totals
              
              $
              76
              
              $
              36**Depreciation
                  expense:**PCB
              
              $
              157
              
              $
              159Telecommunications
              
              
              2
              
              
              -Totals
              
              $
              159
              
              $
              159**Goodwill
                  and intangible assets (Gross):**PCB
              
              $
              65
              
              $
              65Telecommunications
              
              
              30,884
              
              
              -Totals
              
              $
              30,949
              
              $
              65**Amortization
                  expense:**PCB
              
              $
              -
              
              $
              5Telecommunications
              
              
              1,174
              
              
              -Totals
              
              $
              1,174
              
              $
              5





10





**Item
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS OR PLAN OF OPERATIONS**





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





**Overview**





A
      detailed overview of our business and history is set forth in our Annual Report
      on Form 10-KSB, as amended, for the year ended August 31, 2005, to which
      overview we make reference.





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. As of November 30, 2005, Titan
      had a working capital deficit of $22,843 and an accumulated deficit of $23,066.
      The Company's significant operating losses, high debt levels, defaults on debt
      covenants and negative working capital raise substantial doubt about its ability
      to continue as a going concern. Management plans to take the following steps
      that it believes will be sufficient to provide the Company with the ability
      to
      continue its operations: (1) raise additional capital through a combination
      of
      equity and non-equity financing as well as expanding the market for its products
      due to the additional certifications the Company has received; (2) use the
      proceeds of these transactions to expand its current product offerings to allow
      for additional processing services for its customers (3) the Company has become
      a mobile virtual network operator (“MVNO”) which allows it to expand its prepaid
      calling services into the wireless market (4) the Company is currently
      investigating financing alternatives to restructure its debt . Management
      anticipates revenues to grow as a result of additional customer offerings.
      Management believes that these financing options and new product offerings
      will
      enable the Company to generate positive operating cash flows and continue its
      operations. The consolidated financial statements do not include any adjustments
      that might result from the outcome of the uncertainty; however no assurances
      of
      such outcomes can be given.





**Summary
      Corporate Background**





We
      are a
      technology concentric holding company operating in the prepaid communications
      services and prototype printed circuit board industries though our wholly owned
      subsidiaries, Oblio Telecom, Inc, Titan PCB West, Inc. and Titan PCB East,
      Inc.
      Our prepaid service operations are headquartered in Richardson, Texas and our
      printed circuit board manufacturing facilities are located in Fremont,
      California and Amesbury, Massachusetts.





Our
      prepaid communication services division, Oblio Telecom, Inc., is engaged in
      the
      creation, marketing, and distribution of prepaid telephone products for the
      wire
      line and wireless markets and other related activities.




11





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. For example, working as a MVNO
      operator with Sprint, Virgin Mobile USA launched its youth-oriented wireless
      services in July 2002 and quickly added more than 500,000 prepaid subscribers
      within its first 9 months of operations.





In
      our
      prototype 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
      prototype printed circuit boards serve as the foundation in many electronic
      products used in telecommunications, medical devices, automotive, military
      applications, aviation components, networking and computer
      equipment.





Our
      time
      sensitive and high quality manufacturing services enable our customers to
      shorten the time it takes them to get their products from the research and
      development phase to the production phase, thus increasing their competitive
      position. Our focus is on high quality niche printed circuit boards consisting
      of complex, multi-layered, fine-lines and high-performance materials with
      delivery cycles between 24 hours and standard 14 day lead times at a competitive
      price.





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





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




12





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





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
      $500,000 in a foreclosure sale from Eastern Manufacturing Corporation’s secured
      lender Eastern Bank. The results from Eastern Manufacturing Corporation’s
      operations will be reflected in our financial statements from the date of
      acquisition. No goodwill resulted from this acquisition.





Effective
      March 5, 2003, we purchased shares of common stock of Coesen representing 33.3%
      of its issued and outstanding shares of common stock from Mr. Howard Doane,
      the
      principal stockholder and an officer and director of Eastern Manufacturing
      Corporation, in exchange for 30,000 shares of common stock and $5,000 in
      cash.





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
      $29,302,000 consisting of $15,479,000 in cash, $2,323,000 in amounts due seller,
      the issuance of 9,000 shares of Oblio’s Series A Cumulative Convertible
      Preferred Stock with an initial value of $9,000,000, and the issuance of an
      18-month promissory note in the principal amount of $2,500. On August 12, 2005,
      the Company completed the acquisition of all of the issued and outstanding
      shares of common stock of Oblio Telecom, Inc. from Farwell Equity Partners,
      LLC
      for no consideration. This transaction was structured in this way since the
      Company lacked the financial wherewithal to complete the acquisition on its
      own.
      In addition, the Company issued to Sammy Jibrin and Radu Achiriloaie, 375,000
      shares of its common stock, par value $0.001.




13




**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 Ô (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 Ô 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;
 ·
              acquire
                  facilities based telecommunications businesses which will increase
                  Oblio’s
                  capacity to handle a larger number of simultaneous calls, provide
                  established interconnects with other major telecommunications providers
                  and offer established prepaid distribution channels in other states
                  where
                  Oblio has not fully penetrated;
 ·
              explore
                  opportunities to market and sell Oblio’s prepaid phone cards, some of
                  which are capable of foreign origination, directly to overseas
                  distributors; and
 ·
              implement
                  new prepaid calling card programs utilizing
                  VoIP technology.


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





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





**ACCOUNTING
      PRINCIPLES; ANTICIPATED EFFECT OF GROWTH**





Below
      the
      Company describes a number of basic accounting principles which the Company
      employs in determining its recognition of revenues and expenses, as well as
      a
      brief description of the effects that the Company believes that its anticipated
      growth will have on its revenues and expenses in the future.




14





*Sales.* The
      Company recognizes sales upon shipment to the Company's customers. The Company
      records net sales as the Company’s gross sales less an allowance for returns and
      discounts. At November 30, 2005 the Company had approximately 500 customers.
      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 November 30,
      2005,
      the Company had an allowance for returns of $25,000 **** and
      an
      allowance for doubtful accounts of $98,000. Actual returns may differ materially
      from the Company’s estimates, and 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. Until industry conditions improve and demand increases,
      the
      Company expects that decreased average pricing will continue to negatively
      affect its sales.





The
      Company expects sales to grow 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.





Future
      demand and product pricing will depend on many factors including product mix,
      levels of advanced technology, capacity utilization, competitive pressure in
      the
      PCB industry, and economic conditions affecting the markets the Company serves
      and the electronics industry in general. The current uncertainty regarding
      the
      level and timing of an economic recovery in its product markets and volatility
      in the Company's customer forecasts continue to make its forecasting less
      reliable than in prior periods.





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.





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.




15





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 segment ** 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 November 30, 2005 and 2004
      are comprised of marketing, general and administrative, non-recurring costs
      and
      costs related to mergers and acquisitions, as well as the cost of developing
      operating facilities.





Selling
      and marketing expenses consist primarily of salaries and commissions paid to
      its
      internal sales team, commissions paid to independent sales representatives
      and
      costs associated with advertising and marketing activities. The Company expects
      its selling and marketing expenses to fluctuate as a percentage of sales as
      the
      Company adds new personnel, develop new independent sales representative
      channels and advertise its products and company.




16





The Company intends to expand its direct, indirect and distributed channels
      sales plan in order to best utilize its HVR Flex Ô (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. 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 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. 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.





Non-cash
      compensation includes all stock based compensation given to current and past
      employees of the Company. This category also includes amortization of stock
      based compensation provided to consultants and amortization of options and
      warrants granted to employees and consultants for less than fair value on the
      date of issuances.





*Interest
      Expense* Interest
      expense, includes, in addition to amounts accruing currently under outstanding
      debt, finance charges relating to the Company's beneficial conversion features
      of its convertible loans with Laurus and other convertible debt that carry
      beneficial conversion features as well as the amortization of debt issuance
      costs.





**Results
      of Operations**





The
      following table sets forth statement of operations data for the three month
      periods ended November 30, 2005 and 2004 and should be read in conjunction
      with
      the “ Management’s
      Discussion and Analysis of Financial Condition and Results of Operations and
      Plan of Operations ”
and
      our
      consolidated financial statements and the related notes appearing elsewhere
      in
      this report .


Three
                  Months Ended11/30/05
              
              11/30/04Net
                  sales
              
              
              100.0
              %
              
              100.0
              %Cost
                  of sales
              
              
              92.4
              
              
              102.1Gross
                  profit/(loss)
              
              
              7.6
              
              
              (2.1
              )Operating
                  expenses:Sales
                  and marketing
              
              
              1.5
              
              
              10.4General
                  and administrative
              
              
              8.0
              
              
              16.1Total
                  operating expenses
              
              
              9.5
              
              
              26.5Operating
                  loss
              
              
              (1.9
              )
              
              (28.6
              )Interest
                  expense
              
              
              (5.6
              )
              
              (12.9
              )Miscellaneous
              
              
              -
              
              
              -Net
                  loss
              
              
              (7.5
              )
              
              (41.5
              )








17




**Three
      Months Ended November 30, 2005 Compared to the Three Months Ended November
      30,
      2004.**





*Net
      Sales*





Net
      sales
      increased by $23,807,000 or 614.7% from $3,873,000 in the three months ended
      November 30, 2004 to $27,680,000 in the three months ended November 30, 2005.
      This increase resulted primarily from our newly acquired Oblio division of
      $23,267,000 which was combined with a 9.8% increase in our Titan East division
      and a 15.4% increase in our Titan West division.





*Cost
      of Sales*





Cost
      of
      sales increased $21,615,000, or 546.4%, from $3,956,000 in the three months
      ended November 30, 2004 to $25,571,000 in the three months ended November 30,
      2005. As a percentage of sales, these costs decreased from 102.1% in the three
      months ended November 30, 2004 to 92.4% in the three months ended November
      30,
      2005. The decrease in cost of sales % resulted from: the gross profit generated
      from our newly acquired Oblio division; a 0.6% improvement in our direct margin
      for both the Titan East and Titan West divisions, and a decrease in boards
      being
      produced overseas.





*Gross
      Profit (Loss)*





Gross
      profit increased by $2,192,000, from a loss of $83,000 in the three months
      ended
      November 30, 2004 to a profit of $2,109,000 in the three months ended November
      30, 2005. The increase in gross profit resulted primarily from our Oblio
      division as well as the improvement in PCB gross margin mentioned
      above.




*Operating
      Expenses*





Sales
      and
      marketing expenses increased $21,000 from $404,000 in the three months ended
      November 30, 2004 to $425,000 in the three months ended November 30, 2005 and
      as
      a percentage of sales decreased from 10.4% of sales in the quarter ended
      November 30, 2004 to 1.5% of sales in the quarter ended November 30, 2005.
      This
      was primarily due to costs incurred in our newly acquired Oblio
      division.





General
      and administrative expenses increased by $1,576,000 or 253.4%, from $622,000
      in
      the three months ended November 30, 2004 to $2,198,000 in the three months
      ended
      November 30, 2005. 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 16.1% in the
      three months ended November 30, 2004 to 8.0% in the three months ended November
      30, 2005.




18





*Interest
      Expense*





Interest
      expense increased by $1,063,000, or 212.6%, from $500,000 in the three months
      ended November 30, 2004 to $1,563,000 in the three months ended November 30,
      2005 but as a percentage of sales, interest expense decreased from 12.9% in
      the
      three months ended November 30, 2004 to 5.6% in the three months ended November
      30, 2005. The increase is mainly due to the different financing vehicles
      utilized in the Oblio acquisition and the related interest thereon.





*Miscellaneous*





Miscellaneous
      income remained consistently at $1,000 which is the income received from a
      sublet in our East coast facility.





**Liquidity
      and Capital Resources**





Our
      principal sources of liquidity have been cash provided by Laurus, an infusion
      of
      capital from our largest shareholder and the borrowings incurred in our
      acquisition of Oblio. We are currently in default under both financings. Our
      principal uses of cash have been for operations, to meet debt service
      requirements, and to finance capital expenditures. We anticipate these uses
      will
      continue to be our principal uses of cash in the future.





We
      will
      require additional financing in order to implement our business plan. We
      currently anticipate capital expenditures of at least $500,000 during the next
      12 months. If the anticipated cash generated by our operations are insufficient
      to fund requirements and losses, we will need to obtain additional funds through
      third party financing in the form of equity, debt or bank financing.
      Particularly in light of our limited operating history and losses incurred,
      there can be no assurance that we will be able to obtain the necessary
      additional capital on a timely basis or on acceptable terms, if at all. In
      any
      of such events, our business, prospects, financial condition, and results of
      operations would be materially and adversely affected. As a result of any such
      financing, the holders of our common stock may experience substantial
      dilution.




The
      following factors, among others, could cause actual results to differ from
      those
      indicated in the forward-looking statements included in this Form 10Q-SB:
      pricing pressures in the industry; the loss of any of our major customers;
      a
      continued downturn in the economy in general or in the technology or
      telecommunications sectors; a further decrease in demand for electronic products
      or continued weak demand for these products; our ability to attract new
      customers; our ability to reduce costs, 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 three months ended November 30, 2005, net cash used by operations was
      $1,560,000 while in the three months ended November 30, 2004 cash used in
      operating activities was $422,000, an increase of $1,138,000. This increase
      was
      primarily the result of paying down our accounts payable and the issuance of
      a
      letter of credit, fully secured with a restricted cash account of $750,000,
      for
      the benefit of our wireless provider. This was offset by an increase in our
      non-cash expenses.




19





In
      the three months ended November 30, 2005, we utilized $76,000 for the purchase
      of fixed assets compared to $36,000 used for the purchase of fixed assets in
      the
      three months ended November 30, 2004, an increase of $40,000, or 111.1%. The
      increase occurred mainly in our Oblio division as we incurred tooling and other
      capitalized charges in relation to the rollout of our wireless
      telecommunications program.





**Quantitative
      And Qualitative Disclosures About Market Risk**





The
      Company’s exposure to market risk for changes in interest rates relates
      primarily to the increase or decrease in the amount of interest expense the
      Company incurs in its debt obligations to Laurus and CapitalSource for its
      prime
      plus percent interest rates. The Company does not believe that changes in
      interest rates will have a material effect on its liquidity, financial condition
      or results of operations.





**Impact
      of Inflation**




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





**Seasonality**




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





**Contractual
      Obligations**





The
      following table presents the Company's contractual obligations as of November
      30, 2005 for the remaining of this fiscal year as well as over the next five
      fiscal years. The Company does not have any contractual obligations that extend
      beyond three fiscal years :


Payment
        by period
 
 Contractual
                  Obligations
              
              Amount
              
              During
                  current
                  fiscal
                    year
              
              1
                  -
                  3 yearsEmployment
                  agreements
              
              $
              1,325,770
              
              $
              401,250
              
              $
              924,520Short-term
                  debt
              
              
              2,842,850
              
              
              2,842,850
              
              
              -Long-term
                  debt
              
              
              16,621,629
              
              
              14,121,629
              
              
              2,500,000Revolving
                  lines of credit
              
              
              7,368,199
              
              
              7,368,199
              
              
              -Preferred
                  stock
              
              
              9,081,750
              
              
              3,081,750
              
              
              6,000,000Operating
                  leases
              
              
              2,412,705
              
              
              570,970
              
              
              1,841,735Other
              
              
              713,015
              
              
              713,015
              
              
              -Total
                  Contractual Obligations
              
              $
              40,365,918
              
              $
              29,099,663
              
              $
              11,266,255
 
 
 20





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





*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.




21





*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 statement. Pro-forma information is
      calculated using the Black-Scholes pricing method at the date of the grant.
      This
      option valuation model requires input of highly subjective assumptions. Because
      our employee stock options have characteristics significantly different from
      those of traded options, and because changes in the subjective input assumption
      can materially affect the fair value estimate, in management's opinion, the
      existing model does not necessarily provide a reliable single measure of fair
      value of our employee stock options.





**ITEM
      3. CONTROLS AND PROCEDURES**





*Evaluation
      of Disclosure Controls and Procedures:* As of
      August 31, 2005 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.





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
      remediate this internal control weakness, management has commenced
      implementation of the following measures: The Company, led by its Chairman,
      has
      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 anticipates that the search and negotiations will be
      completed in the near term to fill this role, and supplement the current
      management structure.





*Changes
      in internal controls:* There
      were no 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.
      During the Company's fourth quarter, the Company acquired the business of Oblio
      Telecom, LLP and added another business segment to the Company's portfolio.
      This
      division currently limited staff has no accountant. The duties are being divided
      utilizing as many internal controls as possible in a 12 employee operation.
      The
      Company's Chief Financial Officer is currently overseeing and performing the
      accounting functions for this division; otherwise, there are no changes in
      internal controls.




22




**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.





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





Not
      applicable.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





The
      Company is in default of its loan covenants with Laurus and CapitalSource and
      has classified all its senior debt as current. Laurus has cooperated with the
      Company and is not imposing default interest rates, but CapitalSource has
      started charging the Company an additional 4% interest rate and has changed
      the
      repayment date of its term debt to February 28, 2006.





**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
                Rule15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended
              
              32.1
                - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section906
                of the Sarbanes-Oxley Act of 2002 (Chief Executive
                Officer)







23




**S
      I G N A T U R E S**




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






TITAN
                GLOBAL HOLDINGS, INC.
              (Registrant)Dated:January
                23 , 2006
            
            /s/
                Curtis Okumura
              Curtis
                Okumura
              President,
                CEO and Principal Financial and Accounting Officer
              (Principal
                Executive Officer)






24