<PAGE>



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                  FORM 10-QSB

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

                For the quarterly period ended February 28, 2003

                       Commission File Number: 000-32847

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

                         VENTURES-NATIONAL INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             UTAH                                        87-0433444
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          44358 Old Warm Springs Blvd.
                         Fremont, California 94538-6148
                    (Address of principal executive offices)

                                 (510) 824-1200
                   (Registrant's telephone number, including
                                   area code)

             1855 Norman Avenue, Santa Clara, California 95054-2029
                 (Former name, former address and former fiscal
                       year, if changed since last report)

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

    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 []

         Number of outstanding shares of common stock, par value $0.001 per
share, as of April 21, 2003 were 14,278,757.


<PAGE>

                                Table of Contents


PART I:  FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

         Condensed Consolidated Balance Sheet
            as of February 28, 2003 (unaudited)

         Condensed Consolidated Statements of Operations
            For the three months and six months ended February 28, 2003 and
            2002 (unaudited)

         Condensed Consolidated Statements of Cash Flows
            For the six months ended February 28, 2003 and 2002 (unaudited)

         Notes to Condensed Consolidated Financial Statements (unaudited)

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

Item 3.  Controls and Procedures

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES



                                       2
<PAGE>

PART I:  FINANCIAL INFORMATION
Item 1.  Unaudited Consolidated Financial Statements

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

<TABLE>
<CAPTION>
                                                                             February 28, 2003
                                                                             -----------------
<S>                                                                               <C>
Current assets:
  Cash and cash equivalents                                                       $   586,733
  Accounts receivable, net                                                          1,503,894
  Inventories, net                                                                    326,852
  Other current assets                                                                293,533
                                                                                  -----------

      Total current assets                                                          2,711,012

Property, plant and equipment, net of accumulated
  depreciation and amortization                                                     3,087,621

Intangible assets, net of accumulated amortization                                     43,460
Other assets                                                                          133,011
                                                                                  -----------

                                                                                  $ 5,975,104
                                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                                           $ 1,352,793
  Line of credit                                                                    1,035,324
  Loans and notes to related parties                                                  799,660
  Current portion of long term debt                                                   173,833
  Current portion of capital lease obligations                                        144,227
                                                                                  -----------

      Total current liabilities                                                     3,505,837
                                                                                  -----------

Long term debt less current portion                                                    69,531
Capital lease obligations less current portion                                        289,403

Stockholders' Equity:
  Common stock, $0.001 par value, 950,000,000 shares authorized;
    13,717,052 issued and outstanding                                                  13,718
  Additional paid-in capital                                                        5,986,416
  Accumulated deficit                                                              (3,889,801)
                                                                                  -----------

      Total stockholders' equity                                                    2,110,333
                                                                                  -----------

                                                                                  $ 5,975,104
                                                                                  ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements




                                       3
<PAGE>



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


<TABLE>
<CAPTION>
                                           Three Months Ended                Six Months Ended
                                     February 28,     February 28,     February 28,    February 28,
                                       2003            2002            2003             2002
                                   ------------    ------------    ------------    -------------
<S>                                <C>             <C>             <C>             <C>
Revenue                            $  2,266,715    $  2,103,400    $  4,343,884    $   4,081,497

Cost of revenue                       2,134,137       1,768,036       4,099,678        3,542,938
                                   ------------    ------------    ------------    -------------

Gross profit                            132,578         335,364         244,206          538,559

Operating expenses:
  Sales and marketing                   305,297         203,487         553,122          428,515
  General and administrative            201,874         366,228         392,601          550,122
  Merger cost                           524,918            --         1,028,345             --
  Non-recurring cost                    196,721           8,950         422,726           32,103
                                   ------------    ------------    ------------    -------------
Loss from operations                 (1,096,232)       (243,301)     (2,152,588)        (472,181)
                                   ------------    ------------    ------------    -------------

Other income (expense):
  Interest expense                      (57,123)        (31,166)       (114,105)        (155,724)
  Miscellaneous                          84,804          (7,960)         85,443            2,249
                                   ------------    ------------    ------------    -------------

    Total other income (expense)         27,681         (39,126)        (28,662)        (153,475)
                                   ------------    ------------    ------------    -------------

Net Loss                           $ (1,068,551)   $   (282,427)   $ (2,181,250)   $    (625,656)
                                   ============    ============    ============    =============

Net loss per share -
  basic and diluted                ($      0.09)   ($      0.04)   ($      0.21)   ($       0.09)
                                   ============    ============    ============    =============

Number of weighted average
  shares - basic and diluted         12,568,240       6,600,000      10,430,617        6,600,000
                                   ============    ============    ============    =============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.




                                       4
<PAGE>



                         VENTURES-NATIONAL INCORPORATED
                        (dba TITAN GENERAL HOLDING, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                           Six Months    Six Months
                                                             Ended         Ended
                                                          February 28,  February 28,
                                                              2003         2002
                                                          -----------    ---------
<S>                                                       <C>            <C>
Cash flows provided by (used for)
  operating activities:
    Net loss                                              $(2,181,250)   $(625,656)
                                                          -----------    ---------

    Adjustments to reconcile net income (loss)
      to net cash provided by (used for)
      operating activities:
          Depreciation and amortization                       178,998      217,588
          Non cash compensation                               674,443         --

    Changes in assets and liabilities:
       (Increase) decrease in assets
          Accounts receivable                                (216,144)    (112,850)
          Inventories                                          17,461       61,923
          Deferred cost                                        35,000         --
          Other current assets                                 25,729       66,301
          Other assets                                          4,878      (72,767)

       Increase (decrease) in liabilities
          Accounts payable and accrued expenses               291,014      328,984
                                                          -----------    ---------
            Total adjustments                               1,011,379      489,179
                                                          -----------    ---------

            Net cash used by operating activities          (1,169,871)    (136,477)
                                                          -----------    ---------

Cash flows provided by (used for) investing activities:
    Purchases of fixed assets                                (325,039)     (85,154)

    Purchase of accounts receivable                           (50,000)        --

    Purchase of assets of Titan PCB East, Inc.
       (formerly Eastern Manufacturing Corporation)          (500,000)        --
                                                          -----------    ---------

            Net cash used by investing activities            (875,039)     (85,154)
                                                          -----------    ---------
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements



                                       5
<PAGE>



                         VENTURES-NATIONAL INCORPORATED
                        (dba TITAN GENERAL HOLDING, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Six Months    Six Months
                                                                    Ended         Ended
                                                                 February 28,  February 28,
                                                                     2003          2002
                                                                 -----------    ----------
<S>                                                             <C>            <C>
Cash flows provided by (used for) financing activities:
    Principal proceeds on notes and loans payable                    301,640       195,636
    Proceeds from issuance of notes payable to related parties       590,000          --
    Loan advance from related party                                     --         200,000
    Repayments of loan payable to related party                      (50,000)         --
    Payments on long-term debt and capital
       lease obligations                                             (39,555)     (175,300)
    Proceeds from private placement offering,
       net of offering cost                                        1,752,851          --
                                                                 -----------    ----------

            Net cash provided by financing activities              2,554,936       220,336
                                                                 -----------    ----------

Net increase (decrease) in cash                                      510,026        (1,295)
Cash, beginning of period                                             76,707       252,003
                                                                 -----------    ----------

Cash, end of period                                              $   586,733    $  250,708
                                                                 ===========    ==========

Supplemental disclosure of cash flow information:

       Interest paid                                             $   114,106    $  155,724
                                                                 ===========    ==========


       Income tax paid                                           $      --      $     --
                                                                 ===========    ==========

Non cash activities:

       Issuance of common stock for
         consulting fees                                         $   674,443    $     --
                                                                 ===========    ==========

       Issuance of common stock to related
         party as prepaid financing cost                         $   240,000    $     --
                                                                 ===========    ==========

       Issuance of common stock for debt
         conversion                                              $ 1,844,146    $     --
                                                                 ===========    ==========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements




                                       6
<PAGE>


        Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation and Nature of Business Operations

Basis of Presentation

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

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

         As of February 28, 2003, Titan had a working capital deficit of
$794,825 and an accumulated deficit of $(3,889,801).

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

Nature of Business

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

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

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



                                       7
<PAGE>

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


Recently Issued Accounting Standards

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

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

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

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



                                       8
<PAGE>

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

         In July 2002, the FASB issued SFAS No. 146 "Accounting for Exit or
Disposal Activities." The provisions of this statement are effective for
disposal activities initiated after December 31, 2002, with early application
encouraged. We have implemented the provisions of SFAS No. 146 and have
concluded that the adoption does not have a material impact on our financial
statements.

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

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

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




                                       9
<PAGE>

2.  Business Acquisition

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

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


     The purchase price was allocated as follows:

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

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

     In a related but separate transaction, prior to the purchase of the EMC
assets by Titan East, Titan East entered into an accounts receivable factoring
agreement whereby Titan East purchased the current accounts receivable of
$53,506.64 from EMC for $50,000.00.

     The operations results of EMC from the purchase date (February 27, 2003) to
February 28, 2003 were minimal to the accompanying condensed consolidated
financial statements.


3.  Loss Per Common Share

         In accordance with SFAS No. 128, "Earnings Per Share," the basic loss
per common share is calculated by dividing net loss available to common
stockholders less preferred dividends by the weighted average number of common
shares outstanding. Diluted loss per common share is computed similarly to basic
loss per common share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
not anti-dilutive. Titan has excluded all outstanding options and convertible
debt from the calculation of diluted net loss per share because these securities
are anti-dilutive. The number of outstanding shares and weighted average shares
reflect a stock split of 3,866.667 to 1 effected February 22, 2002. As of
February 28, 2003, Titan had approximately 1,763,753common stock equivalent
shares.

                                       10
<PAGE>

         For the three months and six months ended February 28, 2002, the
Company was not a publicly traded entity. Therefore, basic loss per common share
and diluted loss per common share presented for the three months and six months
ended February 28, 2002, calculated on the same basis as the quarter ended
February 28, 2002, is presented pro-forma only.


4.   Private Placement Offering and Common Stock Transactions

         We raised $2,052,851 (net of related cost) from our private placement
offering that closed on January 9, 2003 (the "Private Placement") and two
additional private placements on February 3, 2003 and issued 3,059,234 shares of
Common Stock at $0.75 per share. Of the total raised to date, we received
$1,752,851 during the six months ended February 28, 2003 and $300,000 during
August 2002. A portion of the funds raised through February 28, 2003 has been
used for operating activities.

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


5.  Loans and Notes Payable - Related Parties

       On February 27, 2003, the Company entered into a promissory note
agreement with several individual lenders. Under the terms of the agreement, the
Company agreed to sell up to $640,000 principal amount of promissory notes to
these individual lenders which notes have an interest rate of the lower of (i)
24% or (ii) maximum legal rate. Interest on these notes is payable quarterly,
and unpaid principal and interest shall be payable on February 27, 2004. In
connection with this financing, on February 27, 2003, the Company issued 320,000
shares of its common stock to the lenders as a financing cost with a value of
$240,000. As of February 28, 2003, the investors had purchased and the Company
had issued promissory notes under this Agreement having an aggregate principal
amount of $590,000. An additional $50,000 was received in early March 2003
from a lender whose related shares of common stock were included in the
320,000 shares issued as of February 27, 2003.

       On June 28, 2002, the Company entered into a loan and security agreement
(the "Agreement") with Alco Financial Services ("Alco"), an entity owned by an
individual who subsequently became a member of its Board of Directors at the
time, and paid a loan fee of $24,000 which is being amortized to interest
expense at $2,000 per month. Under the terms of the Agreement, the Company can
borrow up to the sum of (1) 80% of the net face value of the Company's eligible
accounts receivable, plus (2) the lesser of (i) $100,000 or (ii) 50% of eligible
inventory. The Agreement carries an interest rate of the greater of (a) 3.5%
over the prime rate, which is defined as the prime rate stated on the Wall
Street Journal, (b) interest rate at the date of the loan agreement, 8.25% or
(c) a minimum monthly interest charge of $7,500. The Agreement matures on June
28, 2003 and is secured by all accounts receivable and inventory of the Company.
The Company is subject to certain restrictions and covenants under the
Agreement. During the quarter ended November 30, 2002, the Company amortizedloan
fees of $6,000 and paid interest of $38,946. During the quarter ended February
28, 2003, the Company amortized $6,000 and paid interest of $40,140. During the
quarter ended February 28, 2003, the owner of Alco resigned as a member of the
Company's Board of Directors. The outstanding principal balance was $1,035,324
at February 28, 2003.



                                       11
<PAGE>

         At November 30, 2002, the Company owed approximately $353,000 of a
non-interest bearing loan to a major shareholder. In December 2002, $103,000 of
the obligation was converted into 137,333 shares of common stock at $0.75 per
share. In addition, the Company made cash repayments of $50,000 during the
quarter. $200,000 remained unpaid as of February 28, 2003.

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

6. Non-Recurring Cost

         Non-recurring cost includes certain setup up cost for its new
facilities located in Fremont, California.


7. Going Concern

         The accompanying consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. Through February
28, 2003, the Company has not been able to generate sufficient revenue from its
operations to cover its costs and operating expenses. Although the Company has
been able to issue its common stock through private placements to raise capital
in order to fund its operations, it is not known whether the Company will be
able to continue this practice, or be able to obtain other types of financing or
if its revenue will increase significantly to be able to meet its cash operating
expenses. This, in turn, raises substantial doubt about the Company's ability to
continue as a going concern. Management anticipates revenue to grow as a result
of additional products offered to its customers after the move to its new
facility. Management believes that the private equity financing and new product
offerings will enable the Company to generate positive operating cash flows and
continue its operations. However, no assurances can be given as to the success
of these plans. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.


8.  Subsequent Events

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

                                       12
<PAGE>

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


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

         This Management's Discussion and Analysis of Financial Condition and
Results of operations and Plan of Operations and other portions of this report
contain forward-looking information that involve risks and uncertainties. Our
actual results could differ materially from those anticipated by the
forward-looking information. Factors that may cause such differences include,
but are not limited to, availability and cost of financial resources, product
demand, market acceptance and other business risk factors, which were described
in our Form 10K-SB for the year ended August 31, 2002. This Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Plan of Operations should be read in conjunction with our consolidated financial
statements and the related notes included elsewhere in this report.


OVERVIEW

Corporate Background

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

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



                                       13
<PAGE>

         Our wholly-owned subsidiary Titan EMS, Inc. ("Titan") was incorporated
on March 27, 2001. On August 30, 2002, Titan was acquired by us through the
merger of Titan EMS Acquisition Corp. with and into Titan (the "Merger"). 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 for accounting purpose, the
historical financial statements of Titan became our historical financial
statements after the Merger.

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

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

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

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

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

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

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

         On August 6, 2002, Titan acquired all of the non-real estate assets and
assumed all of the non-term loan liabilities of SVPC Partners, LLC ("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.

         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 Circuit Systems, Inc. ("CSI")
pursuant to a combinedapproved bankruptcy court sale. After these acquisitions,
Titan acquired certain system integration division assets out of bankruptcy from
creditors of Paragon Electronic Systems, Inc.



                                       14
<PAGE>

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

         On August 6, 2002, Titan acquired certain intangible assets contributed
by Louis George, our former President and Chief Executive Officer, 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.

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

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

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

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

         Upon the effectiveness of the Merger, the former executive officers
resigned from their respective positions with us and the executive officers of
Titan were duly elected as their successors as follows: David M. Marks became
our Chairman of the Board, and Louis J. George became our President, Chief
Executive Officer and Acting Treasurer. Our directors immediately prior to the
effectiveness of the Merger irrevocably resigned effective as of the close of
business on September 15, 2002 and the following directors of Titan were elected
as our directors commencing at the close of business on September 15, 2002: Mr.
Marks, Mr. George, Gregory B. Jacobs, and Robert I. Weisberg.

         Messrs. Jacobs and Weisberg resigned as directors, and Mr. George
resigned as a director and from his position as our President and Chief
Executive Officer, in each case effective February 21, 2003, at which time Mr.
George was appointed Managing Director of Operations for California.

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



                                       15
<PAGE>

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

         Upon the effectiveness of the Merger, we commenced the Private
Placement pursuant to which we sold 2,792,567 shares of common stock in the
Private Placement for net proceeds of $2,052,851. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations and Plan of
Operations - Liquidity and Capital Resources."

         On February 27, 2003, through our wholly-owned subsidiary Titan PCB
East, Inc. 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 from the date of the acquisition to
February 28, 2003 was minimal to the financial statements. 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. In connection with the share purchase, David M. Marks, our
Chairman, was elected to the Board of Directors of Coesen and Mr. Doane resigned
as a director of Coesen. In addition, Mr. Doane and the two other stockholders
of Coesen entered into a stockholders agreement with Coesen dated as of March 5,
2003 pursuant to which they agreed not to take actions not in the ordinary
course of business without our prior written consent.

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

       For the year and quarters ended August 31, 2002, November 30, 2002, and
February 28, 2003, ten customers accounted for 41%, 39%, and 41% of our revenue,
respectively. As of November 30, 2003 and February 28, 2003 we had a working
capital deficit of $2,481,713 and $1,034,825 and an accumulated deficit of
$2,821,249 and $4,129,801, respectively. We generated revenues of $8,321,292 for
the year ended August 31, 2002 and incurred a net loss of $1,730,801. In Q1 and
Q2 of 2003 ended November 30, 2002 and February 28, 2003 we incurred a net loss
of $1,112,699 and $1,308,551 respectively. In addition, during the six months
ended February 28, 2002 and February 28, 2003, net cash used in operating
activities was $136,477 and $1,169,871 respectively.



                                       16
<PAGE>

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

Plan of Operations

Our business strategy is to:

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

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

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

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

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

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

     We plan to add additional independent and direct 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 and
quality expenditures. There are no assurances that additional independent sales
representatives or increased marketing and quality expenditures will increase
our revenues.

     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.



                                       17
<PAGE>

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


Accounting Principles; Anticipated Effect of Growth

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


Revenues

         We recognize revenues upon shipment to our customers. We record net
revenues as our gross revenues less an allowance for returns. At February 28,
2003, the end of our second fiscal quarter, we had approximately 180 customers.
We provide our customers a limited right of return for defective PCBs and record
an allowance against gross revenues for estimated returns at the time of sale
based on our historical results. Because our customers quickly test the PCBs we
manufacture for them, the majority of returns for defects occur within the first
15 days following shipment. At February 28, 2003, we provided a reserve for
returns and allowances of $30,000. Actual return may differ materially from our
estimates, and revisions to the allowances may be required from time to time.

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

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

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



                                       18
<PAGE>

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

         Through the current fiscal year of 2003, we anticipate that our primary
source of revenues will be from rigid bare-board manufacturing that provides
time sensitive, high technology, and quality PCBs to the electronics industry at
a competitive price. Our west coast facility is focused on higher layer counts
and finer line production. Our revenues have been derived from different areas
including delivery of prototype/pre-prototype boards from 24 hours to 10-day
standard time as well as pre-production with numerous types of materials. The
essential element of our 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.

         In the future, we expect to receive revenues from customers who need
rigid-flex and rigid bare-board manufacturing that provides time sensitive, high
technology, and superior quality PCBs. In addition, after an initial inspection
and certification period, we intend to expand its sales focus to the military
market place, which includes those vendors supplying the U.S. military with
products in our target market.


Cost of Revenues

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

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

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



                                       19
<PAGE>

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

Expenses

         Our operating expenses for the quarter ended February 28, 2003 are
comprised of costs for sales and marketing, general and administrative,
non-recurring costs and costs related to mergers and acquisitions, as well as
the cost of developing operating facilities.

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

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

            We intend to slightly expand our customer and sales support
operation in order to support the increased complexity and volume of our printed
circuit board business and our anticipated use of indirect sales. We do not
expect a material increase in sales and marketing expense that is not consistent
with an increase in sales. Since operating results for the fiscal year ended
August 31, 2001 include limited operations, the results of operations
comparisons may not be relevant. We anticipate our sales and marketing costs to
fluctuate as a percentage of revenue due to the addition of sales personnel and
various marketing activities planned throughout the year.

         General and administrative expenses include all corporate and
administrative functions that serve to support our current and future operations
and provide an infrastructure to support future growth. Major items in this
category include management and staff salaries and benefits, travel, network
administration and systems/data processing, training, rent/leases and
professional services. We expect these expenses to increase as a requirement of
operating as a public company and we further expect these expenses to fluctuate
as a percentage of revenues as we expand our business.

         For the three and six months ended February 28, 2003 non-recurring
costs include the expense of developing new facilities. As part of our business
strategy we will continue to seek additional acquisitions. Therefore, we
anticipate incurring merger costs in the future.

         Interest expense, including finance charges, relates primarily to an
accounts receivable and inventory line of credit with an entity owned by a
former member of our board of directors. We expect interest expense to fluctuate
as a percentage of revenues based on the timing of borrowings under our line of
credit and the 24% short-term indebtedness incurred in connection with our
acquisition of assets from Eastern Manufacturing Corporation.




                                       20
<PAGE>

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

Results of Operations

Three Months Ended February 28, 2003 Compared to the Three Months Ended February
28, 2002

Revenue

            Our net revenue for the three months ended February 28, 2003
increased 8% to $2,266,715, from $2,103,400 for the three months ended February
28, 2002. This increase resulted primarily from an increase in the number of
PCBs sold, partially offset by the decrease in selling prices. The revenues for
the three months ended February 28,2003 were all attributable to rigid PCBs. As
each customer and customer order is essentially unique and customized to their
specifications, a unit sales number other than by category of rigid, flex, and
rigid-flex is not relevant. Revenues for Q2-03 were generated under different
management and resulted from sales of a combination of flex and rigid PCBs, but
records indicating the ratio between the two are not available. The increase in
revenues for Q2-03 as compared to the same period in the prior year resulted
from an increase in unit shipments, partially offset by a decrease in average
pricing. Volume gains during Q2-03 have been partially offset by a decrease in
average pricing in the same quarter. The decrease in average pricing is a result
of product mix changes, competitive pressures on pricing for both quick-turn and
volume orders resulting from the overall decline in the electronics industry,
and a lower level of premium revenue. While we see some stabilization in pricing
as competitors are unable to effectively compete and are being forced to close,
we expect this situation to continue for the near future.

Cost of Revenue

         Cost of revenue increased $366,101, or 21%, from $1,768,036 in the
three months ended February 28, 2002 to $2,134,137 in the three months ended
February 28, 2003. The increase in cost of revenue resulted from a greater
number of PCBs sold and an increase in labor costs primarily due to
inefficiencies incurred during the transition between the new facility in
Freemont and the facility in Santa Clara. As a percentage of revenue, cost of
revenue increased from 84% of revenue in the three months ended February 28,
2002 to 94% of revenue in the three months ended February 28, 2003. Such
increase was caused by the reduction of prices for the PCBs as well as the
reasons described above. We expect the cost of revenue to fluctuate as a
percentage of revenue as the costs we incur for our materials are affected by
the volume of product we purchase to fulfill our customers' orders and by labor
while we transition between facilities.


 Gross Profit

             Gross profit decreased to 6% for the three months ended February
28, 2003, from 16% for the same period of fiscal 2002. The decrease in gross
profit resulted primarily from a greater volume of PCBs sold at decreased prices
as well as the increased labor costs primarily due to inefficiencies incurred
during the transition between the new facility in Freemont and the facility in
Santa Clara. Our gross profit was $132,578 in the three months ended February
28, 2003 compared to $335,364 in the three months ended February 28, 2002. The
impact of the increases in sales was also mitigated by various costs relating to
materials, production personnel and overhead expenses not in place in the
preceding comparable period. We expect our gross profit to fluctuate as a
percentage of revenue based on the demand from our customers, which affects our
costs and volatility in prices we charge our customers due to intense
competition in the PCB industry.




                                       21
<PAGE>

Operating Expenses

            Sales and marketing expenses for the three months ended February 28,
2003 increased to 13% of net revenue compared to 10% for the three months ended
February 28, 2002. This increase was due primarily to the addition of sales
personnel. Sales and marketing expenses for the three months ended February 28,
2003 increased $101,810 to $305,297 from $203,487 versus the same periods of
fiscal 2002.

             General and administrative expenses decreased by $164,354 or 55%,
from $366,228 in the three months ended February 28, 2002 to $201,874 in the
three months ended February 28, 2003. This decrease was primarily attributable
to the reduction of personnel.

            Merger costs increased by $524,918 in the three months ended
February 28, 2003 from $0 in the three months ended February 28, 2002. As a
percentage of revenue, non-recurring costs increased from 0% in the three months
ended February 28, 2002 to 23% in the three months ended February 28, 2003. The
increase in merger costs in the three months ended February 28, 2003 includes
the cost of merger-related consulting services and professional fees for the
merged related filings with the Securities and Exchange Commission (the "SEC").
As part of our business strategy we will continue to seek additional
acquisitions. Therefore, we anticipate incurring merger-related costs in the
future.

         Non-recurring costs increased by $187,771, or 2098%, from $8,950 in the
three months ended February 28, 2002 to $196,721 in the six months ended
February 28, 2003. As a percentage of revenue, non-recurring costs increased
from 0.43% in the three months ended February 28, 2002 to 9% in the three months
ended February 28, 2003. Non-recurring costs include certain setup costs for
it's new facilities located in Fremont, California, which are expected to be in
service in Q3-03. On July 6, 2002, we executed a sublease for a former facility
of Tyco Electronics, Inc. located in Fremont, California. We have begun to
occupy that facility during the second calendar quarter of 2003 and plan to move
all of our current operations to that the Freemont facility and out of Santa
Clara by the end second calendar quarter of 2003. We have incurred
non-capitalized costs of $196,721 during Q2-03 to retrofit that facility to our
specifications. We anticipate we will incur additional facility-related costs of
approximately $350,000 for the foreseeable future.

     Interest expense, including amortization of loan fees in the three months
ended February 28, 2003, increased by $25,957, or 83%, from interest expense of
$31,166 in the three months ended February 28, 2002 to $57,123 in the three
months ended February 28, 2003. As a percentage of revenue, interest expense
increased from 1.48% in the three months ended February 28, 2002 to 2.5% in the
three months ended February 28, 2003. In the three months ended February 28,
2003, interest expense relates primarily to our line of credit with an entity
owned by a former member of our board of directors and, to a lesser degree,
interest expenses for the purchase and lease of equipment. Interest expense in
the three months ended February 28, 2002 is primarily related to a real estate
loan of approximately $3,349,000, factoring of our accounts receivable and, to a
lesser degree, and interest expense from lease obligations. We anticipate the
amount of interest expense to increase in the near term as the result of the
$590,000 of short-term indebtedness incurred in connection with our acquisition
of assets from Eastern Manufacturing Corporation which accrues interest at the
rate of 24% per annum and thereafter, to fluctuate as a percentage of revenue
based on the timing and amounts borrowed under our line of credit and other
credit facilities we may enter into from time to time.



                                       22
<PAGE>

Miscellaneous (expenses) income increased by $92,764 or 1165%, from ($7,960) in
the three months ended February 28, 2002 to $84,804 in the three months ended
February 28, 2003. This increase was primarily attributable to gain on the
settlement of payable for professional fees with warrants issued.

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


Six Months Ended February 28, 2003 Compared to the Six Months Ended February 28,
2002

Revenue

         Revenue increased by $262,387 or 6% from $4,081,497 in the six months
ended February 28, 2002 to $4,343,884 in the six months ended February 28, 2003.
This increase resulted primarily from an increase in the number of PCBs sold,
partially offset by the decrease in selling prices. The revenues for the six
months ended February 28,2003 were all attributable to rigid PCBs. As each
customer and customer order is essentially unique and customized to their
specifications, a unit sales number other than by category of rigid, flex, and
rigid-flex is not relevant. Revenues for Q2-03 were generated under different
management and resulted from sales of a combination of flex and rigid PCBs, but
records indicating the ratio between the two are not available. The increase in
revenues for Q2-03 as compared to the same period in the prior year resulted
from an increase in unit shipments, partially offset by a decrease in average
pricing. Volume gains during Q2-03 have been partially offset by a decrease in
average pricing in the same quarter. The decrease in average pricing is a result
of product mix changes, competitive pressures on pricing for both quick-turn and
volume orders resulting from the overall decline in the electronics industry,
and a lower level of premium revenue. While we see some stabilization in pricing
as competitors are unable to effectively compete and are being forced to close,
we expect this situation to continue for the near future.

Cost of Revenue

         Cost of revenue increased $556,740, or 16%, from $3,542,938 in the six
months ended February 28, 2002 to $4,099,678 in the six months ended February
28,2003. The increase in cost of revenue resulted from a greater number of PCBs
sold and an increase in labor costs primarily due to inefficiencies incurred
during the transition between the new facility in Freemont and the facility in
Santa Clara. As a percentage of revenue, cost of revenue increased from 87% of
revenue in the six months ended February 28, 2002 to 94% of revenue in the six
months ended February 28,2003. Such increase was caused by the reduction of
prices for the PCBs as well as the reasons described above. We expect the cost
of revenue to fluctuate as a percentage of revenue as the costs we incur for our
materials are affected by the volume of product we purchase to fulfill our
customers' orders and by labor while we transition between facilities.


Gross Profit

         Gross profit decreased by $294,353 or 55%, from $538,559 in the six
months ended February 28, 2002 of to $244,206 in the six months ended February
28, 2003. The decrease in gross profit resulted primarily from a greater volume
of PCBs produced at decreased prices as well as the increased labor costs
primarily due to inefficiencies incurred during the transition between the new
facility in Freemont and the facility in Santa Clara. Our gross profit was 13%
of revenue in the six months ended February 28, 2002 compared to 6% of revenue
in the six months ended February 28, 2003. The impact of the increases in sales
was also mitigated by various costs relating to materials, production personnel
and overhead expenses not in place in the preceding comparable period. We expect
our gross profit to fluctuate as a percentage of revenue based on the demand
from our customers which affects our costs and volatility in prices we charge
our customers due to intense competition in the PCB industry.




                                       23
<PAGE>

Operating Expenses

         Sales and marketing expenses increased by $124,607, or 29%, from
$428,515 in the six months ended February 28, 2002 of fiscal 2002 to $553,122 in
the six months ended February 28, 2003. As a percentage of revenue, sales and
marketing expense increased from 10% of revenue in the six months ended February
28, 2002 to 13% of revenue in the six months ended February 28, 2003. This
increase was due to the addition of sales personnel in the six months ended
February 28, 2003.

             General and administrative expenses decreased by $157,413 or 29%,
from $550,122 in the six months ended February 28, 2002 to $392,601 in the six
months ended February 28, 2003. This decrease was primarily attributable to the
reduction of personnel and fewer fees incurred when the former company was in
the process of its bankruptcy.

Merger costs increased by $1,028,345 in the six months ended February 28, 2003
from $0 in the six months ended February 28, 2002. As a percentage of revenue,
merger costs increased from 0% in the six months ended February 28, 2002 to 24%
in the six months ended February 28, 2003. The increase in merger costs in the
six months ended February 28, 2003 includes the cost of merger-related
consulting services paid through issuance of Company stock and professional fees
for the merged related filings with the Securities and Exchange Commission (the
"SEC"). As part of our business strategy we will continue to seek additional
acquisitions. Therefore, we anticipate incurring merger-related costs in the
future.

         Non-recurring costs increased by $390,623, or 1217%, from $32,103 in
the six months ended February 28, 2002 to $422,726 in the six months ended
February 28, 2003. As a percentage of revenue, non-recurring costs increased
from 1% in the six months ended February 28, 2002 to 10% in the six months ended
February 28, 2003. Non-recurring costs include certain setup costs for it's new
facilities located in Fremont, California , which are expected to be in service
in Q3-03. On July 6, 2002, we executed a sublease for a former facility of Tyco
Electronics, Inc. located in Fremont, California. We have begun to occupy that
facility during the second calendar quarter of 2003 and plan to move all of our
current operations to that the Freemont facility and out of Santa Clara by the
end second calendar quarter of 2003. We have incurred non-capitalized costs of
$422,726 during six months ended February 28, 2003 to retrofit that facility to
our specifications. We anticipate we will incur additional facility-related
costs of approximately $350,000 for the foreseeable future.

     Interest expense, including amortization of loan fees in the six months
ended February 28, 2003, decreased by $41,619, or 27%, from interest expense of
$155,724 in the six months ended February 28, 2002 to $114,105 in the six months
ended February 28, 2003. As a percentage of revenue, interest expense decreased
from 4% in the six months ended February 28, 2002 to 3% in the six months ended
February 28, 2003. In the six months ended February 28, 2003, interest expense
relates primarily to our line of credit with an entity owned by a former member
of our board of directors and, to a lesser degree, interest expenses for the
purchase and lease of equipment. Interest expense in the six months ended
February 28, 2002 primarily related to a real estate loan of approximately
$3,349,000, factoring of our accounts receivable and, to a lesser degree,
interest expense from lease obligations and a $100,000 renewal fee on our term
loan. We anticipate the amount of interest expense to increase in the near term
as the result of the $590,000 of short-term indebtedness incurred in connection
with our acquisition of assets from Eastern Manufacturing Corporation which
accrues interest at the rate of 24% per annum and thereafter, to fluctuate as a
percentage of revenue based on the timing and amounts borrowed under our line of
credit and other credit facilities we may enter into from time to time.



                                       24
<PAGE>

         Miscellaneous (expenses) income increased by $83,194 or 3699%, from
$2,249 in the six months ended February 28, 2002 to $85,443 in the six months
ended February 28, 2003. This increase was primarily attributable to gain on the
settlement of payables for professional fees with warrants issued.

Liquidity and Capital Resources

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

In the six months ended February 28, 2002, net cash used by operations was
$136,477 while in the six month ended February 28, 2003 we used net cash of
$1,169,871 in operating activities, a increase of $1,033,394 or 757%. This
increase was caused, in part, by an increase in net losses of $1,555,594.

In the six months ended February 28, 2003, we used $325,039 for the purchase of
fixed assets compared to $85,154 use for the purchase of fixed assets in the six
months ended February 28, 2002, an increase of $239,885, or 282%. We have been
acquiring equipment to outfit our new facility in Fremont, California and expect
to expend additional funds to obtain other necessary equipment. The Company
expects to incur additional capitalized costs of $300,000 upon completion. In
the six months ended February 28, 2003, the Company purchased substantially all
assets of Eastern Manufacturing Corporation ("EMC") for $500,000. In a separate
transaction, the Company purchased $50,000 accounts receivable of EMC in
February 2003.

During six months ended February 28, 2003, we increased our borrowings under the
Alco agreement, a former director, by $301,640. We had no borrowings from Alco
during Q1-02. Also during the six months ended February 28, 2003, we repaid
obligations from notes, loans and capital lease obligations totaling $39,555. In
addition, the Company entered into a promissory note agreement with several
individual lenders for $590,000 during the six months ended February 28, 2003.
The Company also paid down the loan payable to a related party by $50,000 during
the six months ended February 28, 2003. In Q1-2002 we received note and loan
proceeds of $195,636 and repaid $175,300 of those obligations, and we also
received $200,000 loan from a related party to finance our day-to-day
operations.

As of February 28, 2003, we raised a total of $2,052,851 from our Private
Placement which we received $764,552 in the quarter ended November 30, 2002 and
$1,288,299 in the quarter ended February 28, 2003. We received $300,000 in
August 2002 as advances from two investors which were converted into 400,000
shares of the Company stock during Q1-03. The Company has completed the Private
Placement in January 2003. A portion of the funds received from the Private
Placement have been used for operating activities.

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

Forward Looking Statements

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



                                       25
<PAGE>

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Item 3. Controls and Procedures

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

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

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

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



                                       26
<PAGE>

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.




                                       27
<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. In September 2002, a
former employee filed a complaint against the Company alleging wrongful
termination. Management believes this claim is without merit and that the
resolution of this claim will not have a material adverse effect on our
financial condition or results of operations. However, litigation is subject to
inherent uncertainties, and an adverse result in this or other matters could
arise form time to time that may harm Titan's business, financial condition and
results of operations.

Item 2. Changes in Securities and Subsequent Events

         On December 18, 2002, the Company granted options to purchase 50,000
shares of its common stock to David Marks having an exercise price of $1.50 per
share and an expiration date of December 18, 2003, 100% vested on the date of
grant, pursuant to the Company's 2002 Stock Option Plan, subject to stockholder
approval of the Company's 2002 Stock Option Plan. These options were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act.

         On February 3, 2003 we issued 133,333 shares of common stock to
Lawrence McFall, a Director of the Company, for an aggregate purchase price of
$100,000 and 133,333 shares of common stock to James E. Patty, a Director and
President of the Company for an aggregate purchase price of $100,000. These
shares were issued without registration under the Securities Act, in reliance
upon the exemptions from the registration provisions thereof, contained in
Section 4(2) of the Securities Act.

         On February 27, 2003, our wholly-owned subsidiary Titan PCB East, Inc.
issued and sold secured promissory notes to a limited number of accredited
investors in a private placement transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2). The promissory
notes have an aggregate face amount equal to $640,000, bear interest at the rate
of 24% per annum, payable quarterly, and have an expiration date of February 27,
2004. The promissory notes are secured by substantially all of the assets of
Titan PCB East. In connection with the issuance of the promissory notes, the
investors were also issued an aggregate of 320,000 shares of common stock, pro
rata according to their respective investment amounts. These notes were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act, and Regulation D promulgated thereunder.

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

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



                                       28
<PAGE>

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

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

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

Item 3. Defaults Upon Senior Securities

Not applicable

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

Not applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

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

Exhibit
  No.    Description
-------- -----------
10.1     Promissory Note dated as of February 27, 2003 by Titan PCB East, Inc.
         in favor of certain holders.(1)

10.2     Security Agreement dated as of February 27, 2003, between Titan PCB
         East, Inc. and Personal Resources Management, Inc., as Collateral
         Agent(1).



                                       29
<PAGE>

10.3     Agency Agreement dated February 27, 2003 between the investors named
         therein, and Personal Resources Management, Inc., acting in its
         capacity as collateral agent for the investors. (1)

10.4     Securities Purchase Agreement, dated as of February 27, 2003, among the
         purchasers named therein, Titan PCB East Inc., and Ventures-National
         Incorporated. (1)

10.5     Secured Party's Bill of Sale dated February 27, 2003. (2)

10.6     Stock Purchase Agreement, dated as of March 5, 2003, among Howard
         Doane, Titan PCB East, Inc. and Ventures-National Incorporated. (3)

10.7     Acknowledgment of Assignment dated March 5, 2003 among the Registrant,
         Titan PCB East, Inc. and Coesen Inc. (3)

10.8     Stockholders Agreement dated March 5, 2003 among Coesen Inc., Howard
         Doane, Joseph Thoman and Alfred Covino. (3)

10.9     Amendment to Employment Agreement dated February 20, 2003 between Titan
         EMS, Inc., and Mr. Louis George.

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

(1)  Previously filed and incorporated herein by reference to Pre-Effective
     Amendment No. 1 to the Company's Registration Statement on Form SB-2 filed
     with the SEC on March 19, 2003.

(2)  Previously filed and incorporated herein by reference to our Current Report
     on Form 8-K, dated February 27, 2003.

(3)  Previously filed and incorporated herein by reference to our Current Report
     on Form 8-K, dated March 11, 2003.

(4)  Previously filed and incorporated herein by reference to Pre-Effective
     Amendment No. 1 to the Company's Registration Statement on Form SB-2 filed
     with the SEC on April 9, 2003.





-------------------------------------------------------------------------------
(b)      During the three month period ending February 28, 2003, the Company
         filed the following Reports on Form 8-K

         (i)      Report dated December 9, 2002 reporting the entry by the
                  Company into letter agreements with each of Irrevocable
                  Children's trust and Ohio Investors of Wisconsin, LLC
                  adjusting the terms of conversion of certain indebtedness.

         (ii)     Amendment to Form 8-K dated December 18, 2003 amending the
                  Company's Report on Form 8-K dated August 30, 2002 relating to
                  the acquisition of Titan EMS, Inc. by the Company and
                  attaching financial statements as an exhibit.

         (iii)    Report filed on February 19, 2003 pursuant to which the
                  Company announced its entry into a letter of intent to acquire
                  substantially all of the assets of Eastern Manufacturing
                  Corporation and attaching a press release.




                                       30
<PAGE>

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


Dated:  April 21, 2003            By: /s/ James E. Patty
                                  -------------------------------------
                                  James E. Patty, President and Chief
                                  Executive Officer

Dated:  April 21, 2003            By:   /s/ David M. Marks
                                  -------------------------------------
                                  David M. Marks
                                  Chairman and Interim Chief
                                  Financial Officer



                                       31
<PAGE>

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

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

I, James E. Patty, certify that:

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

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

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

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

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

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

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

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

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

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

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



April 21, 2003                    By: /s/ James E. Patty
                                  -------------------------------------
                                  James E. Patty, President
                                  and Chief Executive Officer


                                       32


<PAGE>

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

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

I, David M. Marks, certify that:

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

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

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

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

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

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

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

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

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

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

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



April 21, 2003                    By: /s/ David M. Marks
                                  -------------------------------------
                                  David M. Marks, Chairman and Interim
                                  Chief Financial Officer


                                       33