**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10QSB**


(Mark
      One)





x
                Quarterly
                    report under Section 13 or 15(d) of the Securities Exchange Act
                    of 1934
                    for the quarterly period ended February 28,
                    2006





o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934  For the transition period from ____________
              to
              ______________




**Commission
      file number 333-72230**





**TITAN
      GLOBAL HOLDINGS, INC.**


(Name
      of
      Small Business Issuer in Its Charter)





Nevada
            
            87-0433444(State
                of Incorporation)
            
            (IRS
                Employer Identification
                No.)




**44358
      Old Warm Springs Blvd.**


**Fremont,
      California 94538-6148**


(Address
      of Principal Executive Offices)





(510)
      824-1200


(Issuer's
      Telephone Number)





(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





Yes
x  No
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yes
o   No
x





As
      of May
      15, 2006, the Company had 44,586,052 shares
      of
      its par value $0.001 common stock issued and outstanding.





Transitional
      Small Business Disclosure Format (check one):





Yes
o   No
x












**STATEMENT
      REGARDING THIS REPORT**




We
      are
      currently responding to comments provided by the Staff of the Securities and
      Exchange Commission in connection with their review of our 10-KSB for the year
      ended August 31, 2005 and our 10-QSB for the quarter ended November 30, 2005.
      These comments affect the financial statements included in our past filings
      and
      may affect this filing. The most recent comments relate to our accounting for
      certain convertible debt and preferred stock agreements that have warrants,
      options, and related registration rights with respect to Statement of Financial
      Accounting Standards (“SFAS”) No. 133 and Emerging Issues Task Force (“EITF”)
      00-19. We have responded to such comments and we caution
      that our analysis of the accounting issues described in this filing and our
      discussions with the SEC Staff are ongoing. We are currently reviewing
      our debt agreements with Laurus (discussed in notes to our unaudited interim
      financial statements included in this filing) with respect to derivatives as
      outlined in SFAS No. 133 and EITF Issue No. 00-19 and we are currently
      completing an analysis of the potential derivatives contained in the Laurus
      agreement and the impact of this on other instruments, including warrants,
      previously recognized as equity instruments. Continuing to be at question is
      whether our convertible debt and preferred stock are "conventional convertible"
      instruments. We have responded to the Staff's comments, explaining why, at
      the
      time they were issued, we believed that these instruments were "conventional".
      In addition, we responded that we would review the above-referenced debt
      instruments again with respect to the potential for embedded derivatives
      associated with these debt instruments.





However,
      this topic has recently been addressed and clarified by the Financial Accounting
      Standards Board's Emerging Issues Task Force in Issue 05-4 (EITF 05-4). The
      EITF
      has not reached a consensus of issue 05-4 and thus this guidance has not yet
      been formally issued. We issued these instruments prior to EITF 05-4 and
      interpreted the term "conventional" differently as it relates to certain special
      anti-dilution provisions. We understand that the SEC Staff has recently issued
      a
      number of comment letters to other registrants related to this topic and our
      interpretation may not be appropriate. As a result of our review, we may be
      required to bifurcate the conversion features of some or all of these
      convertible instruments and record them as derivative liabilities and then
      mark
      the liabilities to their fair value at each reporting date.





Due
      to
      the uncertain outcome of our analysis of the above-referenced debt instruments,
      our independent registered public accounting firm was unable to complete their
      review of the unaudited financial statements included in the Form 10-QSB prior
      to filing. In the interest of providing as much information as possible on
      a
      timely basis to its stockholders and potential investors, we elected to file
      Form 10-QSB without completing the review. We intend to complete the review
      as
      soon as reasonably practicable. After completion of the review, if there are
      any
      changes as a result of the analysis of the debt instruments or the related
      review, we will promptly file an amendment to this Form 10-QSB.




**FORWARD-LOOKING
      INFORMATION**





Statements
      in this report concerning the future sales, expenses, profitability, financial
      resources, product mix, market demand, product development and other statements
      in this report concerning the future results of operations, financial condition
      and business of Titan Global Holdings, Inc. are "forward-looking" statements
      as
      defined in the Securities Act of 1933 and Securities Exchange Act of 1934.
      Investors are cautioned that the Company's actual results in the future may
      differ materially from those projected in the forward-looking statements due
      to
      risks and uncertainties that exist in the Company's operations and business
      environment, including competition, need for increased acceptance of products,
      ability to continue to develop and extend our brand identity, ability to
      anticipate and adapt to a competitive market, ability to effectively manage
      rapidly expanding operations, amount and timing of operating costs and capital
      expenditures relating to expansion of our business, operations and
      infrastructure, ability to provide superior customer service, dependence upon
      key personnel and the like. The Company's most recent filings with the
      Securities and Exchange Commission, including Form 10-KSB, contain additional
      information concerning many of these risk factors, and copies of these filings
      are available from the Company upon request and without charge.









**TITAN
          GLOBAL HOLDINGS, INC.**
 
 **TABLE
          OF CONTENTS**


Page**PART
                  I.**
              **FINANCIAL
                INFORMATION**Item
                  1.
              Unaudited
                  Consolidated Financial Statements
              3Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              12Item
                  3.
              Controls
                  and Procedures
              24**PART
                  II.**
              **OTHER
                INFORMATION**Item
                  1.
              Legal
                  Proceedings
              25Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              26Item
                  3.
              Defaults
                  upon senior securities
              26Item
                  4.
              Submission
                  of matters to a vote of security holders
              26Item
                  5.
              Other
                  information
              26Item
                  6.
              Exhibits
              26Signatures
              
              27












**TITAN
        GLOBAL HOLDINGS, INC.**
  **UNAUDITED
        CONDENSED CONSOLIDATED BALANCE SHEET**
 **FEBRUARY
        28, 2006**
 **(In
        thousands except common stock share data)**


**ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              $
              784Restricted
                  cash
              
              
              750Accounts
                  receivable-trade, net of reserves of $246
              
              
              8,679Inventory,
                  net
              
              
              2,771Prepaid
                  expenses and other current assets
              
              
              230Total
                  current assets
              
              
              13,214Equipment
                  and improvements, net
              
              
              2,237Definite-lived
                  intangible assets, net
              
              
              23,880Goodwill
              
              
              4,439Other
                  assets
              
              
              1,438Total
                  assets
              
              $
              45,208**LIABILITIES
                  AND STOCKHOLDERS’ DEFICI**Current
                  liabilities:Current
                  portion of long-term debt, net of discounts of $1,196
              
              $
              6,149Line
                  of credit, net of discounts of $1,779
              
              
              5,045Accounts
                  payable - trade
              
              
              16,543Accrued
                  liabilities
              
              
              818Total
                  current liabilities
              
              
              28,555Redeemable
                  convertible preferred stock - 9,000 shares authorized, issued and
                  outstanding (preference in liquidation of $9,081)
              
              
              9,081Long-term
                  debt - related parties, net of discounts of $170
              
              
              9,578Total
                  liabilities
              
              
              47,214Commitments
                  and contingenciesStockholders’
                  deficit:Common
                  stock, $0.001 par value, 950,000,000 sharesauthorized,
                  44,586,052 shares issued and outstanding
              
              
              45Additional
                  paid-in capital
              
              
              22,638Accumulated
                  deficit
              
              
              (24,689
              )Total
                  stockholders’ deficit
              
              
              (2,006
              )Total
                  liabilities and stockholders' deficit
              
              $
              45,208




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






3





**TITAN
        GLOBAL HOLDINGS, INC.**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(IN
        THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)**




**Three
                Months Ended**
            
            **Six
                Months Ended****02/28/06**
            
            **02/28/05**
            
            **02/28/06**
            
            **02/28/05**Sales
            
            $
            26,003
            
            $
            3,985
            
            $
            53,683
            
            $
            7,858Cost
                of sales
            
            
            23,939
            
            
            3,534
            
            
            49,510
            
            
            7,4902,064
            
            
            451
            
            
            4,173
            
            
            368Operating
                expenses:Sales
                and marketing
            
            
            459
            
            
            398
            
            
            884
            
            
            802General
                and administrative expenses
            
            
            2,455
            
            
            496
            
            
            4,653
            
            
            1,118Loss
                from operations
            
            
            (850
            )
            
            (443
            )
            
            (1,364
            )
            
            (1,552
            )Other
                income (expenses):Interest
                expense
            
            
            (798
            )
            
            (967
            )
            
            (2,361
            )
            
            (1,467
            )Other
            
            
            25
            
            
            1
            
            
            26
            
            
            2Loss
                before income taxes
            
            
            (1,623
            )
            
            (1,409
            )
            
            (3,699
            )
            
            (3,017
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (1,623
            )
            $
            (1,409
            )
            $
            (3,699
            )
            $
            (3,017
            )Preferred
                stock dividends
            
            
            -
            
            
            -
            
            
            (68
            )
            
            -Net
                loss attributable to common shareholders
            
            $
            (1,623
            )
            $
            (1,409
            )
            $
            (3,767
            )
            $
            (3,017
            )Net
                loss per common share:Basic
                and Diluted
            
            $
            (0.04
            )
            $
            (0.06
            )
            $
            (0.10
            )
            $
            (0.12
            )Weighted
                average numberof
                common shares outstanding:Basic
                and Diluted
            
            
            41,501,581
            
            
            24,749,305
            
            
            38,417,109
            
            
            24,742,941






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






4


**TITAN
      GLOBAL HOLDINGS, INC.**




**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**




**(IN
      THOUSANDS)**




**Six
                Months Ended****02/28/06**
            
            **02/28/05**Cash
                flows from operating activities:Net
                loss
            
            $
            (3,699
            )
            $
            (3,017
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Non-cash
                interest paid in common stock
            
            
            -
            
            
            20Amortization
                of deferred compensation
            
            
            -
            
            
            131Amortization
                of debt discounts and bank fees
            
            
            1,027
            
            
            1,205Depreciation
                and amortization
            
            
            2,505
            
            
            326Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (71
            )
            
            (34
            )Inventory
            
            
            327
            
            
            (24
            )Prepaid
                expenses and other current assets
            
            
            (70
            )
            
            8Other
                assets
            
            
            (990
            )
            
            39Accounts
                payable and accrued liabilities
            
            
            947
            
            
            879Net
                cash used in operating activities
            
            
            (24
            )
            
            (467
            )Cash
                flows from investing activities:Investment
                in subsidiary
            
            
            6
            
            
            -Capital
                expenditures
            
            
            (543
            )
            
            (45
            )Net
                cash used in investing activities
            
            
            (537
            )
            
            (45
            )Cash
                flows from financing activities:Proceeds
                from (repayments on) line of credit, net
            
            
            704
            
            
            (109
            )Proceeds
                from issuance of note payable to related parties
            
            
            -
            
            
            583Proceeds
                from additional paid in capital
            
            
            514
            
            
            -Payments
                of long-term debt
            
            
            -
            
            
            (305
            )Payments
                of short-term debt
            
            
            (1,365
            )
            
            (93
            )Restricted
                cash
            
            
            (750
            )
            
            -Net
                cash provided by (used in) financing activities
            
            
            (897
            )
            
            76Net
                decrease in cash
            
            
            (1,458
            )
            
            (436
            )Cash
                and cash equivalents at beginning of period
            
            
            2,242
            
            
            797Cash
                and cash equivalents at end of period
            
            $
            784
            
            $
            361Supplemental
                disclosure of cash flow information:Interest
                paid
            
            $
            1,334
            
            $
            242Income
                tax paid
            
            $
            -
            
            $
            -Non
                cash activities:Issuance
                of common stock to pay accrued interest
            
            
            
            
            $
            $20Conversion
                of note payable - related party and accrued interest to common
                stock
            
            $
            591
            
            $
            -Accounts
                payable converted to short term debt
            
            $
            -
            
            $
            51




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




5


**TITAN
      GLOBAL HOLDINGS, INC.**





**NOTES
      TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


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


**(Unaudited)**





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





**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared by Titan Global Holdings, Inc. (formerly Ventures-National
      Incorporated), (“Titan”, “We” or the “Company”), without audit (see statement
      regarding this report on page 2), pursuant to the rules and regulations of
      the
      Securities and Exchange Commission. Certain information and disclosures normally
      included in the consolidated financial statements prepared in accordance with
      accounting principles generally accepted in the United States have been
      condensed or omitted pursuant to such rules and regulations. These unaudited
      condensed consolidated financial statements reflect all adjustments, consisting
      only of normal recurring adjustments, which in the opinion of management, are
      necessary to present fairly the financial position, the results of operations
      and cash flows of Titan for the period presented.





These
      unaudited condensed consolidated financial statements should be read in
      conjunction with the consolidated financial statements and the notes thereto
      included in the Company’s Annual Report to Shareholders on Form 10-KSB as
      amended for the fiscal year ended August 31, 2005 as filed with the Securities
      and Exchange Commission on January 23, 2006. All significant intercompany
      accounts and transactions have been eliminated in preparation of the condensed
      consolidated financial statements.





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. As of February 28, 2006, Titan
      had reduced its working capital deficit from $22,843 at November 30, 2005 to
      $15,341. However, the Company continues to incur significant losses and has
      an
      accumulated deficit of $24,689 at February 28, 2006. The Company's significant
      operating losses, high debt levels, defaults on debt covenants and negative
      working capital raise substantial doubt about its ability to continue as a
      going
      concern. Management plans to take the following steps that it believes will
      be
      sufficient to provide the Company with the ability to continue its operations:
      (1) raise additional capital through a combination of equity and non-equity
      financing as well as expanding the market for its products due to the additional
      certifications the Company has received; (2) use the proceeds of these
      transactions to expand its current product offerings to allow for additional
      processing services for its customers (3) the Company has become a mobile
      virtual network operator (“MVNO”) which allows it to expand its prepaid calling
      services into the wireless market (4) the Company is currently investigating
      financing alternatives to restructure its debt. Management anticipates revenues
      to grow as a result of additional customer offerings. Management believes that
      these financing options and new product offerings will enable the Company to
      generate positive operating cash flows and continue its operations. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of the uncertainty; however no assurances of such
      outcomes can be given.





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


6


**Nature
      of Business**





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





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





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





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





On
      August
      19, 2005 Oblio announced its debut into the prepaid wireless sector when it
      became a Mobile Virtual Network Operator or "MVNO" through an agreement with
      a
      tier-one communications provider. As a MVNO, Oblio launched its new wireless
      product line, branded ***BRAVO
      Cellular,*** in
      September of 2005. This agreement positions Oblio in one of the fastest growing
      sectors in the telecommunications industry.





In
      our
      circuit board division, Titan PCB West, Inc. and Titan PCB East, Inc., we are
      a
      fabrication service provider of time sensitive, high tech, prototype and
      pre-production rigid and rigid flex printed circuit boards (“PCBs”) providing
      time-critical printed circuit board manufacturing services to original equipment
      manufacturers and electronic manufacturing services providers. Our printed
      circuit boards serve as the foundation in many electronic products used in
      telecommunications, medical devices, automotive, military applications, aviation
      components, networking and computer equipment.





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


7


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





In
      accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common
      share is calculated by dividing net loss available to common stockholders less
      preferred dividends by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similarly to basic loss per common
      share, except that the denominator is increased to include the number of
      additional common shares that would have been outstanding if the potential
      common shares had been issued and if the additional common shares were not
      antidilutive. Titan has excluded all outstanding options and convertible
      preferred stock and debt from the calculation of diluted net loss per share
      because these securities are anti-dilutive. As of February 28, 2006, Titan
      had
      common stock equivalents of approximately 1,045,000 shares related to the
      options, approximately 4,045,000 shares related to shares to be issued upon
      conversion of the convertible debt, and approximately 6,054,500 shares related
      to shares to be issued upon conversion on the preferred stock.






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





Inventory
      consisted of the following:


Raw
                  materials and finished subassemblies
              
              $
              332Work
                  in process
              
              
              452Finished
                  goods
              
              
              2,1182,902Less
                  inventory reserves
              
              
              131Total
              
              $
              2,771


At
      February 28, 2006, the reserve for obsolescence was $131 principally related
      to
      raw material inventory in the Printed Circuit Board division and inventory
      obsolescence in the Oblio division.








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





During
      the quarter ended February 28, 2006, the Company had an outstanding Note Payable
      with Farwell Equity Partners, LLC (“Farwell”) of $591. On December 30, 2005, the
      Company converted the $591 of outstanding debt to Farwell into 9,253,414 shares
      of the Company’s par value Common Stock pursuant to its agreement. This
      conversion included $18 in accrued interest. Farwell was issued the
      above-referenced stock for full satisfaction of the amounts outstanding under
      this agreement.








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





As
      of
      February 28, 2006, the Company currently has $9,025 in a term notes payable,
      of
      which $4,100 is classified as current in the accompanying financial statements,
      and $3,198 in a revolving line of credit with CapitalSource. On November 9,
      2005, Oblio was notified by CapitalSource that certain events of default have
      occurred and are continuing to occur in connection with this Credit and Security
      Agreement. The default relates to the Company not maintaining minimum EBITDA
      as
      stated in the loan covenants. Oblio was also advised that CapitalSource believed
      Oblio had defaulted on certain representations and covenants. Although, Oblio
      has met all monetary obligations to them, CapitalSource has increased the
      interest rate on the Revolving Loan and the Term Loan by 4% per annum with
      Oblio
      being assessed an interest rate of 11.75% on the Revolving Loan and 14.75%
      on
      the Term Loans. CapitalSource has also changed the due date of their term loans
      to February 28, 2006 and as such the remaining unamortized capitalized loan
      fees
      of $331 were amortized in the quarter ended February 28, 2006.





8


The
      Company and CapitalSource amended the debt obligations subsequent to the quarter
      ended February 28, 2006 and the Company is no longer in default under this
      agreement. The amendment modified expected earnings targets, reduced interest
      rates on the revolver and term loans and extended the amortization of the
      Company’s term debt to CapitalSource through June 2007.





***Note
      6. Laurus Master Fund***





As
      of
      February 28, 2006, the Company currently has $3,246 in term notes payable and
      $3,627 in a revolving credit facility with Laurus Master Funds. Additionally,
      the Company has recorded beneficial conversion features of $2,199 as of February
      28, 2006. All amounts owed to Laurus are classified as current in the
      accompanying unaudited financial statements. The Company was in technical
      default of its Laurus agreement during the quarter ended February 28, 2006
      due
      to the untimely filing of registration statements. The Company has not received
      a notice of default from Laurus and Laurus has chosen not to assess liquidated
      damages penalties at this time. However, Laurus reserves the right to assess
      these penalties in the future. We expect to rectify this technical default
      by
      filing a registration statement.





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





The
      Company uses the intrinsic value method (APB Opinion 25) to account for its
      stock options granted to officers, directors, and employees. Under this method,
      compensation expense is recorded over the vesting period based on the excess
      of
      quoted market price over the exercise price, if any, on the date the options
      are
      granted. Since, the Company has granted all its stock options above the quoted
      market on the date of measurement date, $7 in compensation expense related
      to
      grants of stock option to employees has been recorded for the six months ended
      February 28, 2006.





During
      the three and six month periods ended February 28, 2006 and 2005, the following
      table illustrates the effect on net loss and loss per share if the Company
      had
      applied the fair value recognition provisions of FASB Statement No. 123, *Accounting
      for Stock-Based Compensation,* to
      stock
      based employee compensation:





Three
                  Months Ended,
              
              Six
                  Months Ended,2/28/06
              
              2/28/05
              
              2/28/06
              
              2/28/05Net
                  loss, as reported
              
              $
              (1,623
              )
              $
              (1,409
              )
              $
              (3,699
              )
              $
              (3,017
              )Add:
                  Compensation recognized under APB No. 25
              
              
              
              
              
              11
              
              
              7
              
              
              19Deduct:
                  Compensation recognized under SFAS No. 123
              
              
              
              
              
              (29
              )
              
              (27
              )
              
              (28
              )Proforma,
                  net loss
              
              $
              (1,623
              )
              $
              (1,427
              )
              $
              (3,719
              )
              $
              (3,026
              )Net
                  loss per share:Basic
                  and diluted, as reported
              
              $
              (0.04
              )
              $
              (0.06
              )
              $
              (0.10
              )
              $
              (0.12
              )Basic
                  and diluted, proforma
              
              $
              (0.04
              )
              $
              (0.06
              )
              $
              (0.10
              )
              $
              (0.12
              )


In
      December 2004, FASB issued SFAS No. 123(R) (revised 2004), " *Share-Based
      Payment,"* which
      is
      a revision of SFAS No. 123, *“Accounting
      for Stock Based Compensation.”* SFAS
      No.
      123(R) supersedes APB Opinion No. 25, *“Accounting
      for Stock Issued to Employees”* and
      amends SAS No. 95, *“Statements
      of Cash Flows.”* Generally
      the approach in SFAS No. 123(R) is similar to the approach described in SFAS
      No.
      123. However, SFAS No. 123(R) requires all share-based payments to employees,
      including grants of employee stock options, to be recognized in the income
      statement based on their fair values. Pro forma disclosure is not an
      alternative. SFAS No. 123(R) must be adopted no later than the first interim
      period for fiscal years beginning after December 15, 2005. The Company will
      adopt SFAS No. 123(R) on September 1, 2007.




9




***Note
      8.  Litigation***




From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in this or other matters could
      arise from time to time that may harm Titan’s business, financial condition and
      results of operations.





On
      July
      29, 2005, the Company was served with a summons from Hytek Services ("Hytek");
      whereby Hytek alleged that it had lost an account as a result of Titan PCB
      West,
      Inc.'s ("Titan") negligence and defective boards and also alleges that Titan
      violated the Non-Disclosure Agreement by utilizing Hytek's confidential
      information and hiring an ex-Hytek employee. This lawsuit was filed seeking
      damages of approximately $400 after Titan attempted to collect an extremely
      old
      accounts receivable due Titan from Hytek in the amount of $145. The Company
      contends that Hytek's complaint is without merit and intends to defend itself
      vigorously. The outstanding accounts receivable has been written off prior
      to
      fiscal year 2006.





On
      February 8, 2006, the Company filed for a refund of $1,531,919 for Federal
      Excise Taxes paid for services provided through December 7, 2005. The Company
      paid Federal Excise Taxes of 3% of revenues generated from communication
      services provided to its customers. This tax is included in the Company’s cost
      of sales. Recently, several courts have ruled that this tax does not apply
      to
      services that are not based on time and distance. Because the Company’s services
      are based only on time, we believe that we may not be subject to the tax and
      we
      have filed for a refund for taxes paid through December 7, 2005. We will seek
      refunds for these amounts in future filings. Because the settlement of these
      claims is uncertain, these amounts have not been recorded in the accompanying
      financial statements and will be recorded when and if the claims are
      settled.





The
      Company also files suit against its customers in the ordinary course of business
      to collect amounts owed for products or services provided. No significant suits
      are pending as of February 28, 2006.


10


***Note
      9.  Segment Information***




Three
                  Months Ended,
              
              Six
                  Months Ended,2/28/06
              
              2/28/05
              
              2/28/06
              
              2/28/05**Sales:**PCB
              
              $
              4,699
              
              $
              3,985
              
              $
              9,112
              
              $
              7,858Telecommunications
              
              
              21,304
              
              
              -
              
              
              44,571
              
              
              -Totals
              
              $
              26,003
              
              $
              3,985
              
              $
              53,683
              
              $
              7,858**Interest
                  expense:**PCB
              
              $
              (46
              )
              $
              967
              
              $
              449
              
              $
              1,467Telecommunications
              
              
              844
              
              
              -
              
              
              1,912
              
              
              -Totals
              
              $
              798
              
              $
              967
              
              $
              2,361
              
              $
              1,467**Net
                  Loss:**PCB
              
              $
              (347
              )
              $
              (1,409
              )
              $
              (883
              )
              $
              3,017Telecommunications
              
              
              (1,276
              )
              
              -
              
              
              (2,816
              )Totals
              
              $
              (1,623
              )
              $
              (1,409
              )
              $
              (3,699
              )
              $
              3,017**Assets:**PCB
              
              $
              7,132
              
              $
              6,828
              
              $
              7,132
              
              $
              6,828Telecommunications
              
              
              38,076
              
              
              -
              
              
              38,076
              
              
              -Totals
              
              $
              45,208
              
              $
              6,828
              
              $
              45,208
              
              $
              6,828**Equipment
                  and improvements (net):**PCB
              
              $
              179
              
              $
              2,471
              
              $
              179
              
              $
              2,471Telecommunications
              
              
              2,058
              
              
              -
              
              
              2,058
              
              
              -Totals
              
              $
              2,237
              
              $
              2,471
              
              $
              2,237
              
              $
              2,471**Capital
                  expenditures:**PCB
              
              $
              38
              
              $
              45
              
              $
              38
              
              $
              45Telecommunications
              
              
              149
              
              
              -
              
              
              505
              
              
              -Totals
              
              $
              187
              
              $
              45
              
              $
              543
              
              $
              45**Depreciation
                  expense:**PCB
              
              $
              3
              
              $
              153
              
              $
              6
              
              $
              312Telecommunications
              
              
              1
              
              
              -
              
              
              2
              
              
              -Totals
              
              $
              4
              
              $
              153
              
              $
              8
              
              $
              312**Goodwill
                  and intangible assets (Gross):**PCB
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Telecommunications
              
              
              28,319
              
              
              -
              
              
              28,319
              
              
              -Totals
              
              $
              28,319
              
              $
              -
              
              $
              28,319
              
              $
              -**Intangible
                  amortization expense:**PCB
              
              $
              -
              
              $
              6
              
              $
              -
              
              $
              11Telecommunications
              
              
              1,729
              
              
              -
              
              
              2,497
              
              
              -Totals
              
              $
              1,729
              
              $
              6
              
              $
              2,497
              
              $
              11


11


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





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





**Overview**





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





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. As of February 28, 2006, Titan
      had reduced its working capital deficit from $22,843 at November 30, 2005 to
      $15,341 and had an accumulated deficit of $24,689. Although the Company has
      significantly reduced its working capital deficit, the Company's significant
      operating losses, high debt levels, defaults on debt covenants and negative
      working capital raise substantial doubt about its ability to continue as a
      going
      concern. Management plans to take the following steps that it believes will
      be
      sufficient to provide the Company with the ability to continue its operations:
      (1) raise additional capital through a combination of equity and non-equity
      financing as well as expanding the market for its products due to the additional
      certifications the Company has received; (2) use the proceeds of these
      transactions to expand its current product offerings to allow for additional
      processing services for its customers (3) the Company has become a mobile
      virtual network operator (“MVNO”) which allows it to expand its prepaid calling
      services into the wireless market (4) the Company is currently investigating
      financing alternatives to restructure its debt (see Note 5). Management
      anticipates revenues to grow as a result of additional customer offerings.
      Management believes that these financing options and new product offerings
      will
      enable the Company to generate positive operating cash flows and continue its
      operations. The consolidated financial statements do not include any adjustments
      that might result from the outcome of the uncertainty; however no assurances
      of
      such outcomes can be given.








**Summary
      Corporate Background**





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





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





12


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





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





On
      August
      19, 2005 Oblio announced its debut into the prepaid wireless sector when it
      became a Mobile Virtual Network Operator or "MVNO" through an agreement with
      a
      tier-one communications provider. As a MVNO, Oblio launched its new wireless
      product line, branded ***BRAVO
      Cellular,*** in
      September of 2005. This agreement positions Oblio in one of the fastest growing
      sectors in the telecommunications industry. ***BRAVO
      Cellular*** has
      8,956 active subscribers as of February 28, 2006.





In
      our
      circuit board division, Titan PCB West, Inc. and Titan PCB East, Inc., we are
      a
      fabrication service provider of time sensitive, high tech, prototype and
      pre-production rigid and rigid flex printed circuit boards (“PCBs”) providing
      time-critical printed circuit board manufacturing services to original equipment
      manufacturers and electronic manufacturing services providers. Our printed
      circuit boards serve as the foundation in many electronic products used in
      telecommunications, medical devices, automotive, military applications, aviation
      components, networking and computer equipment.





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





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





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





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





13


On
      August
      6, 2002, Titan acquired certain intangible assets contributed by Louis George,
      a
      former executive officer and director, in exchange for 50,000 shares of Titan
      common stock valued at $1.50 per share, pursuant to the terms and conditions
      of
      a Contribution Agreement and Assignment and Assumption of Liabilities dated
      August 6, 2002.





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





On
      February 27, 2003, through our wholly-owned subsidiary Titan PCB East, we
      acquired certain assets of Eastern Manufacturing Corporation, for approximately
      $500 in a foreclosure sale from Eastern Manufacturing Corporation’s secured
      lender Eastern Bank. The results from Eastern Manufacturing Corporation’s
      operations will be reflected in our financial statements from the date of
      acquisition. No goodwill resulted from this acquisition.





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





On
      July
      28, 2005, Farwell Equity Partners, LLC, a Delaware limited liability company
      (“Farwell”) entered into an Asset Purchase Agreement (the “ Purchase Agreement”)
      with Oblio Telecom, Inc. (“Oblio”), a wholly owned subsidiary of Farwell, Oblio
      Telecom L.L.P., a Texas limited liability partnership (“Oblio Texas”), and Sammy
      Jibrin and Radu Achiriloaie, the sole owners of Oblio Texas. David Marks, the
      Company's Chairman, is the managing member of Farwell. The Purchase Agreement
      provided for the acquisition by Oblio of substantially all of Oblio Texas’
assets and assumption of certain liabilities, in total consideration of $29,302
      consisting of $15,479 in cash, $2,323 in amounts due seller, the issuance of
      9,000 shares of Oblio’s Series A Cumulative Convertible Preferred Stock with an
      initial value of $9,000, and the issuance of an 18-month promissory note in
      the
      principal amount of $2,500. On August 12, 2005, the Company completed the
      acquisition of all of the issued and outstanding shares of common stock of
      Oblio
      Telecom, Inc. from Farwell Equity Partners, LLC for no consideration. This
      transaction was structured in this way since the Company lacked the financial
      wherewithal to complete the acquisition on its own. In addition, the Company
      issued to Sammy Jibrin and Radu Achiriloaie, 375,000 shares of its common stock,
      par value $0.001.








**Plan
      of Operations**





Our
      business strategy is to:




·  target
        potential customers and industries needing prototype boards with required
        turnaround times of between 24 hours and the industry standard 10-days as
        well
        as preproduction needs requiring numerous types of materials;
 ·  aggressively
        market specialty manufacturing services for time sensitive, high-tech prototype
        and pre-production Rigid and HVR Flex (rigid-flex) PCBs to the high technology
        industry and cater to customers who need time sensitive delivery of low to
        medium production runs with high quality and superior design and customer
        service interface whether for production or research and
        development;
   14
 ·  expand
        its services to include rigid-flex combinations in order to diversify sources
        of
        revenue;
 ·  expand
        its sales through the marketing and manufacture of rigid-flex PCBs using
        the
        patented HVR Flex process available as a result of its acquisition of assets
        from Eastern Manufacturing Corporation in February 2003;
 ·  acquire
        and integrate strategic assets of companies producing time sensitive, high
        tech
        prototype and pre-production PCBs with other unique customers, technology
        or
        processes in order to accelerate entry into its target market;
 ·  acquire
        manufacturing facilities that have military certification or add value to
        its
        current time sensitive manufacturing service business;
 ·  develop
        and continuously improve fabrication and sales processes in order to improve
        margin and competitive pricing;
 ·  increase
        Oblio’s direct sales of its prepaid phone services to large
        retailers;
 ·  explore
        opportunities to market and sell Oblio’s prepaid phone cards, some of which are
        capable of foreign origination, directly to overseas distributors;
 ·  integrate
        switch operations to terminate calls generated from Oblio’s prepaid phone
        services;
 ·  acquire
        facilities based telecommunications businesses which will increase Oblio’s
        capacity to handle a larger number of simultaneous calls, provide established
        interconnects with other major telecommunications providers and offer
        established prepaid distribution channels in other states where Oblio has
        not
        fully penetrated;
 ·  explore
        opportunities to market and sell Oblio’s prepaid phone cards, some of which are
        capable of foreign origination, directly to overseas distributors;
        and
 ·  implement
        new prepaid calling card programs utilizing
        VoIP technology.




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





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





**ACCOUNTING
      PRINCIPLES; ANTICIPATED EFFECT OF GROWTH**





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





*Sales.* The
      Company recognizes sales in its PCB division upon shipment to the Company's
      customers and recognizes sales in its Telecommunications division upon shipment
      and activation of prepaid phone cards and upon activation for prepaid wireless
      services. The Company records net sales as the Company’s gross sales less an
      allowance for returns and discounts. At February 28, 2006 the Company had
      approximately 500 customers in its PCB division and approximately 209 customers
      in its Telecommunications division. In its PCB division, the Company provides
      its customers a limited right of return for defective PCBs and records an
      allowance against gross revenues for estimated returns at the time of sale
      based
      on its historical results. Because the Company’s customers quickly test the PCBs
      the Company manufactures for them, the majority of returns for defects occur
      within the first 15 days following shipment. At February 28, 2006, the Company
      had an allowance for returns of $131 and an allowance for doubtful accounts
      of
      $115. Actual returns may differ materially from the Company’s estimates, and
      revisions to the allowances may be required from time to time.





15


The
      Company expects the number and complexity of PCBs the Company sells to fluctuate
      with the changes in demand from the Company’s customers and, the prices it
      charges its customers to fluctuate as a result of intense competition in the
      PCB
      industry and the current economic situation and its impact on the high
      technology market. The Company is beginning to experience improving conditions
      in pricing and request for its PCBs. However, it is uncertain that conditions
      will continue to improve and result in demand increases.





The
      Company expects sales to grow in its PCB division as it develops its reputation
      in its target market and the Company expands upon its receiving Military
      Specification 31032 in its Amesbury, Massachusetts facility. Additional
      acquisitions will also increase sales as well as cause disruption as facilities,
      employees, and processes are integrated. The Company expects these fluctuations
      to be relatively short lived while expecting the sales growth to be more
      permanent with the variable of market demand as a condition. The Company also
      expects sales to grow in its Telecommunications division as it continues to
      grow
      its prepaid card services through geographical expansion. Additionally, the
      Company expects continued growth in its *Bravo
      Cellular* wireless
      service. The *Bravo
      Cellular* has been
      distributed in limited markets and the Company plans on expanded distribution
      in
      future periods.





Future
      demand and product pricing will depend on many factors in the PCB division
      including product mix, levels of advanced technology, capacity utilization,
      competitive pressure in the PCB industry, and economic conditions affecting
      the
      markets the Company serves and the electronics industry in general. The current
      uncertainty regarding the level and sustained nature of the improvements in
      market conditions continue to make the Company’s forecasting difficult. The
      Company expects demand to remain strong and pricing to remain consistent in
      its
      Telecommunications segment as the number of first generation American’s
      continues to grow.





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





Through
      August 12, 2005, the Company's primary source of sales was from rigid bare-board
      manufacturing that provides time sensitive, high technology, and superior
      quality PCB's to the electronics industry at a competitive price. The Company
      is
      focused on higher layer counts and finer line production. The Company's sales
      have been derived from different areas including delivery of
      prototype/pre-prototype boards from 24 hours to 14-day standard time as well
      as
      pre-production with numerous types of materials. The essential element of the
      Company's success, current and future, will be to service those customers who
      need time sensitive delivery of low to medium production runs with high quality
      and superior design and customer service interface. Effective August 12, 2005,
      the Company’s primary source of sales is projected to be from its new
      telecommunications segment. These sales are from prepaid phonecard services
      and
      wireless services offered to cash consumers, generally first and second
      generation Americans.





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





16


In
      June 2004, the Company completed the certification process of Military P31032
      standards. The Company then joined a group of only eight companies qualified
      to
      build rigid-flex military product. The Company believes that this opened up
      a
      new market and is currently aggressively pursuing new business as a result
      of
      this certification.





*Cost
      of Sales* . 
      In the Company's PCB division, cost of sales consists of materials, labor,
      outside services and overhead expenses incurred in the manufacture and testing
      of its products. Many factors affect its gross margin, including, but not
      limited to, capacity utilization, production volume, production quality and
      yield. The Company does not participate in any long-term supply contracts and
      the Company believes there are a number of high quality suppliers for the raw
      materials the Company uses. The Company's cost of goods, as a percentage of
      revenues, varies depending on the complexity of the PCBs the Company
      manufactures in any given period. In the Company's telecommunications segment
      cost of sales is mainly the cost of time purchased from telecommunications
      distributors utilized in its products.





Based
      upon the Company's plan of operations, the Company anticipates that its cost
      of
      sales will increase as its sales increase, but that cost of sales as a
      percentage of net sales shall generally decrease for a period of time as its
      sales increase. The Company believes that the amount of the decrease of this
      percentage over the next several fiscal periods will be dependent in large
      part
      upon the source of the increase in sales. For example, an increase in the
      Company's penetration in the existing market for its goods and services will
      permit us to increase sales at a low cost in part by causing the Company to
      utilize a greater portion of its existing manufacturing capacity, an expense
      which the Company already incurs. On the other hand, an increase in its sales
      attributable to its offering a greater portfolio of products and services or
      an
      increase in the technology or complexity of products and services may result
      in
      less of a decrease in such percentage as such activities may initially be less
      efficient than its existing operations.





Included
      in cost of sales is overhead which is relatively fixed on an annual basis.
      Materials are variable and labor is semi-variable and are influenced by the
      complexity of orders as well as the quantity of orders. As the company's
      business is continually changing with regard to the type of product produced,
      the Company plans to implement broader use of production systems to control
      the
      overtime in production as well as the use of materials in production. The
      Company anticipates that these systems will assist in the pricing of its
      products with the objective to be more competitive and profitable in its target
      market.





The
      Company intends to continue to expand and upgrade the Company's production
      capability as well as its production systems and processes and the financial
      systems interface in order to better manage material, labor and overhead costs.





*Operating
      and Non-Operating Expenses* The
      Company's operating expenses for the periods ended February 28, 2006 and 2005
      are comprised of marketing, general and administrative, non-recurring costs
      and
      costs related to mergers and acquisitions, as well as the cost of developing
      operating facilities.





Selling
      and marketing expenses consist primarily of salaries and commissions paid to
      its
      internal sales team, commissions paid to independent sales representatives
      and
      costs associated with advertising and marketing activities. The Company intends
      to expand its customer and sales support operation in order to support the
      increased complexity and volume of its PCB segment as well as its newly acquired
      telecommunications segment and its anticipated use of indirect sales. The
      Company does not expect a material increase in sales and marketing expense
      that
      is not consistent with an increase in sales over a reasonable period of time.
      Additionally, the Company anticipates its sales and marketing costs to fluctuate
      as a percentage of sales due to the addition of sales personnel and various
      marketing activities planned throughout the year.





17


The
      Company intends to expand its direct, indirect and distributed channels sales
      plan in order to best utilize its HVR Flex (rigid-flex) manufacturing capability
      as a result of its acquisition of the assets from Eastern Manufacturing
      Corporation as well as its geographic expansion in rigid bare board products.





General
      and administrative expenses include all corporate and administrative functions
      that serve to support its current and future operations and provide an
      infrastructure to support future growth. Additionally, general and
      administrative expenses include the amortization of identifiable intangible
      assets acquired in the Company’s purchase of its telecommunications division.
      Other major items in this category include management and staff salaries and
      benefits, travel, network administration and systems/data processing, training,
      rent/leases and professional services. The Company expects certain general
      and
      administrative expenses to grow as each business segment is developed. However,
      as a percentage of sales, general and administrative expenses are expected
      to
      decrease.





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





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








**Results
      of Operations**





The
      following table sets forth statement of operations data for the three month
      and
      six month periods ended February 28, 2006 and 2005 and should be read in
      conjunction with the “ Management’s
      Discussion and Analysis of Financial Condition and Results of Operations and
      Plan of Operations ”
and
      our
      consolidated financial statements and the related notes appearing elsewhere
      in
      this report .




Three
                Months Ended
            
            Six
              Months Ended02/28/06
            
            02/28/05
            
            02/28/06
            
            02/28/05Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            92.1
            
            
            88.7
            
            
            92.2
            
            
            95.37.9
            
            
            11.3
            
            
            7.8
            
            
            4.7Operating
                expenses:Sales
                and marketing
            
            
            1.8
            
            
            10.0
            
            
            1.6
            
            
            10.2General
                and administrative
            
            
            9.4
            
            
            12.4
            
            
            8.7
            
            
            14.2Total
                operating expenses
            
            
            11.2
            
            
            22.4
            
            
            10.3
            
            
            24.4Operating
                loss
            
            
            (3.2
            )
            
            (11.1
            )
            
            (2.5
            )
            
            (19.7
            )Interest
                expense
            
            
            (3.0
            )
            
            (24.3
            )
            
            (4.4
            )
            
            (18.7
            )Miscellaneous
            
            
            0.0
            
            
            0.0
            
            
            0.0
            
            
            0.0Net
                loss
            
            
            (6.2
            )
            
            (35.4
            )
            
            (6.9
            )
            
            (38.4
            )








18




**Three
      Months Ended February 28, 2006 Compared to the Three Months Ended February
      28,
      2005.**





*Net
      Sales*





Net
      sales
      increased by $22,018 or 553% from $3,985 in the three months ended February
      28,
      2005 to $26,003 in the three months ended February 28, 2006. This increase
      resulted primarily from our newly acquired Oblio division of $21,304.
      Additionally, net sales increased 18% in our PCB division. This increase is
      due
      to more favorable market conditions and an expansion in our sales force that
      includes commission-only representatives.





*Cost
      of Sales*





Cost
      of
      sales increased $20,405, or 577%, from $3,534 in the three months ended February
      28, 2005 to $23,939 in the three months ended February 28, 2006. As a percentage
      of sales, these costs increased from 88.7% in the three months ended February
      28, 2005 to 92.1% in the three months ended February 28, 2006. The increase
      in
      cost of sales resulted from: the gross profit generated from our newly acquired
      Oblio division and a 15% increase in raw materials cost. Raw materials cost
      increased due to increases in the market conditions for gold and laminate.




*Operating
      Expenses*





Sales
      and
      marketing expenses increased $61 from $398 in the three months ended February
      28, 2005 to $459 in the three months ended February 28, 2006 and as a percentage
      of sales decreased from 10.0% of sales in the quarter ended February 28, 2005
      to
      1.8% of sales in the quarter ended February 28, 2006. This was primarily due
      to
      the nature of the Oblio acquisition. Revenues added from the Oblio acquisition
      are largely driven by the Company’s distributor model that requires minimal
      direct sales and marketing expenses.





General
      and administrative expenses increased by $1,959 or 395%, from $496 in the three
      months ended February 28, 2005 to $2,455 in the three months ended February
      28,
      2006. The increase was due in major part to the additional amortization incurred
      by our Oblio division regarding the intangible assets acquired as well as the
      additional costs incurred in the Oblio division expenses. As a percentage of
      sales, these costs decreased from 12.4% in the three months ended February
      28,
      2005 to 9.4% in the three months ended February 28, 2006.





*Operating
      (Loss)*





Operating
      losses increased $407 from a net operating loss of $443 in the three months
      ended February 28, 2005 to a net operating loss of $850 in the three months
      ended February 28, 2006. The increase in the operating losses resulted primarily
      from increased amortization of intangible assets and capitalized debt fees
      incurred as a result of the Oblio acquisition. Amortization of intangible assets
      and amortization of capitalized debt fees were $1,322 and $407 for the three
      months ended February 28, 2006 and February 28, 2005, respectively.





*Interest
      Expense*





Interest
      expense decreased by $169, or 17%, from $967 in the three months ended February
      28, 2005 to $798 in the three months ended February 28, 2006 and as a percentage
      of sales, interest expense decreased from 24.3% in the three months ended
      February 28, 2005 to 3.0% in the three months ended February 28, 2006. The
      decrease in interest expense is primarily related to the reversal of several
      beneficial conversion features of debt instruments that had been amortized
      as
      interest expense. Specifically, the reversal of beneficial conversion features
      previously amortized was $165 in our Oblio division and $228 in our circuit
      board division.





19


*Miscellaneous*





Miscellaneous
      income increased $24 from $1 in the three months ended February 28, 2005 to
      $25
      in the three months ended February 28, 2006.





**Six
      Months Ended February 28, 2006 Compared to the Six Months Ended February 28,
      2005.**





*Net
      Sales*





Net
      sales increased by $45,825 or 583% from $7,858 in the six months ended February
      28, 2005 to $53,683 in the six months ended February 28, 2006. This increase
      resulted primarily from increases of $44,571 from our newly acquired Oblio
      division and a 16% increase in sales in our PCB division.





*Cost
      of Sales*





Cost
      of sales increased $42,020 or 561%, from $7,490 in the six months ended February
      28, 2005 to $49,510 in the six months ended February 28, 2006. As a percentage
      of sales, these costs decreased from 95.3% in the six months ended February
      28,
      2005 to 92.2% in the six months ended February 28, 2006. The decrease in cost
      of
      sales percent resulted from the addition of our Oblio division and operational
      improvements in our PCB division.




*Operating
      Expenses*





Sales
      and marketing expenses increased $82 from $802 in the six months ended February
      28, 2005 to $884 in the six months ended February 28, 2006 and as a percentage
      of sales decreased from 10.2% of sales in the six months ended February 28,
      2005
      to 1.6% of sales in the six months ended February 28, 2006. This was primarily
      due to the Company utilizing more representatives on a commissions-only basis
      and the acquisition of our Oblio division. Revenues
      added from the Oblio acquisition are largely driven by the Company’s distributor
      model that requires minimal direct sales and marketing expenses.





General
      and administrative expenses increased by $3,535 or 316%, from $1,118 in the
      six
      months ended February 28, 2005 to $4,653 in the six months ended February 28,
      2006. The
      increase was due in major part to the additional amortization incurred by our
      Oblio division regarding the intangible assets acquired as well as the
      additional costs incurred in the Oblio division expenses. As a percentage of
      sales, these costs decreased from 14.2% in the six months ended February 28,
      2005 to 8.7% in the six months ended February 28, 2006.





*Operating
      (Loss)*





Operating
      Losses decreased by $188 from $1,552 in the six months ended February 28, 2005
      to $1,364 in the six months ended February 28, 2006. The decreases in operating
      losses resulted primarily from increased contributions from our newly acquired
      Oblio division and improved operational experience in our PCB
      division.




20


*Interest
      Expense*





Interest
      expense increased by $894, or 61%, from interest expense of $1,467 in the six
      months ended February 28, 2005 to $2,361 in the six months ended February 28,
      2006 and as a percentage of sales, interest expense decreased from 18.7% in
      the
      six months ended February 28, 2005 to 4.4% in the six months ended February
      28,
      2006. In the six months ended February 28, 2005, interest expense related mainly
      to the amortization of loan discounts associated with our Crivello and Laurus
      convertible debt as well as other convertible debt the Company has issued.
      In
      the six months ended February 28, 2006 interest expense related primarily to financing
      utilized in the Oblio acquisition.





*Miscellaneous*





Miscellaneous
      income increased $24 from $2 in the six months ended February 28, 2005 to $26
      in
      the six months ended February 28, 2006.





**Liquidity
      and Capital Resources**





Our
      principal sources of liquidity have been cash provided by Laurus, an infusion
      of
      capital from our largest shareholder and the borrowings incurred in our
      acquisition of Oblio. As of February 28, 2006, we were in default under the
      Oblio division’s CapitalSource agreement and we were in technical default on our
      Laurus agreement. Subsequent to the quarter ended February 28, 2006 we reached
      a
      waiver and amendment agreement with CapitalSource (Note 5). We were in technical
      default in our Laurus agreement due to the untimely filing of registration
      statements. We have not received a notice of default from Laurus and Laurus
      has
      chosen not to assess liquidated damages penalties at this time. However, Laurus
      reserves the right to assess these penalties in the future. We expect to rectify
      this technical default by filing a registration statement. Our principal uses
      of
      cash have been for operations, to meet debt service requirements, and to finance
      capital expenditures. We anticipate these uses will continue to be our principal
      uses of cash in the future.





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




The
      following factors, among others, could cause actual results to differ from
      those
      indicated in the forward-looking statements included in this Form 10Q-SB:
      pricing pressures in the industry; the loss of any of our major customers;
      a
      downturn in the economy in general or in the technology or telecommunications
      sectors; a decrease in demand for electronic products or continued weak demand
      for these products; our ability to attract new customers; our ability to reduce
      costs, an increase in competition in the market for electronic interconnect
      solutions; and the ability of some of our new customers to obtain financing.
      These factors or additional risks and uncertainties not known to us or that
      we
      currently deem immaterial may impair business operations and may cause our
      actual results to differ materially from any forward-looking statement.





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





21


In
      the
      six months ended February 28, 2006, net cash used in operations was $24 while
      in
      the six months ended February 28, 2005 cash used in operating activities was
      $467. This increase was primarily the result of cash provided from operations
      of
      the Oblio division and extended payment terms with key vendors.





In
      the
      six months ended February 28, 2006, we utilized $543 for the purchase of fixed
      assets compared to $45 used for the purchase of fixed assets in the six months
      ended February 28, 2005, an increase of $498, or 1107%. The increase occurred
      mainly in our Oblio division as we incurred set-up costs for our switched
      platform rollout and other capitalized charges in relation to the rollout of
      our
      wireless telecommunications program.





**Quantitative
      And Qualitative Disclosures About Market Risk**





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





**Impact
      of Inflation**




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





**Seasonality**




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





**Contractual
      Obligations**





The
      following table presents the Company's contractual obligations as of February
      28, 2006 for the remaining of this fiscal year as well as over the next five
      fiscal years. The Company does not have any contractual obligations that extend
      beyond three fiscal years:





Payment
                  by periodContractual
                  Obligations
              
              Amount
              
              During
                current
                fiscal
                  year
              
              1
                  -
                  3 yearsEmployment
                  agreements
              
              $
              1,709
              
              
              497
              
              $
              1,212Short-term
                  debt
              
              
              2,323
              
              
              2,323
              
              
              -Long-term
                  debt
              
              
              15,197
              
              
              5,722
              
              
              9,475Revolving
                  lines of credit
              
              
              6,593
              
              
              3,396
              
              
              3,197Preferred
                  stock
              
              
              9,082
              
              
              3,082
              
              
              6,000Operating
                  leases
              
              
              2,504
              
              
              646
              
              
              1,858Other
              
              
              839
              
              
              839
              
              
              -Total
                  Contractual Obligations
              
              $
              38,247
              
              $
              16,505
              
              $
              21,742




22





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





*Revenue
      Recognition* The
      Company recognizes revenues when the following criteria are met: (1) the Company
      has persuasive evidence of an arrangement, such as contracts, purchase orders
      or
      written requests; (2) the Company has completed delivery and no significant
      obligations remain; (3) its price to its customer is fixed or determinable
      and
      (4) collection is probable. The Company derives its revenue primarily from
      the
      sale of PCBs using customers' design plans and recognizes revenues when products
      are shipped to customers. Effective August 12, 2005, a larger portion of the
      Company’s revenues are from the sale of prepaid telecommunications services in
      which revenues are recognized for prepaid phone cards upon shipment and
      activation and for prepaid wireless services when activated. These sales are
      reported net of returns and discounts. Provisions for discounts to customers,
      estimated returns and allowances are provided for in the same period the related
      revenue is recorded by using an estimate based on a percent of Accounts
      Receivable which is consistent with its historical activity and its industry
      peers policy. This allowance is also checked against the percentage of Accounts
      Receivable that are over 90 days and Accounts Receivable that may be in dispute
      due to a change in customer specifications. Given the current market conditions
      that percent is approximately eight percent of outstanding accounts receivable
      in its PCB segment and zero percent in its prepaid telecommunications segment.
      The percentage used may fluctuate as market conditions for its customers change
      over time.





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





*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.





23


*Long-lived
      Assets.* Pursuant
      to SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets
      ", the Company continually monitors events and changes in circumstances that
      could indicate carrying amounts of long-lived assets may not be recoverable.
      An
      impairment loss is recognized when expected cash flows are less than the asset's
      carrying value. Accordingly, when indicators of impairment are present, the
      Company evaluates the carrying value of such assets in relation to the operating
      performance and future undiscounted cash flows of the underlying assets. The
      Company’s policy is to record an impairment loss when it is determined that the
      carrying amount of the asset may not be recoverable. No impairment charges
      were
      recorded in the periods ended February 28, 2006 and 2005,
      respectively.





*Stock-based
      compensation.* We
      record
      stock-based compensation to outside consultants at a fair market value in
      general and administrative expense. We do not record expense relating to stock
      options granted to employees with an exercise price greater than or equal to
      market price at the time of grant. We report pro-forma net loss and loss per
      share in accordance with the requirements of SFAS 148. This disclosure shows
      net
      loss and loss per share as if we had accounted for our employee stock options
      under the fair value method of those statements. Pro-forma information is
      calculated using the Black-Scholes pricing method at the date of the grant.
      This
      option valuation model requires input of highly subjective assumptions. Because
      our employee stock options have characteristics significantly different from
      those of traded options, and because changes in the subjective input assumption
      can materially affect the fair value estimate, in management's opinion, the
      existing model does not necessarily provide a reliable single measure of fair
      value of our employee stock options.





**ITEM
      3. CONTROLS AND PROCEDURES**





*Evaluation
      of Disclosure Controls and Procedures:* As of
      the end of the period covered by this report, the Company’s management carried
      out an evaluation, under the supervision of the Company’s Chief Executive
      Officer and the Chief Financial Officer of the effectiveness of the design
      and
      operation of the Company’s system of disclosure controls and procedures pursuant
      to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the
      Exchange Act).  Based upon the Controls Evaluation, our CEO and CFO have
      concluded that, as of the end of the period covered by this Annual Report,
      our
      Disclosure Controls are not effective to provide reasonable assurance that
      our
      financial statements are fairly presented in conformity with generally accepted
      accounting principles for the reasons discussed below.





During
      our 2005 audit, our independent registered public accounting firm reported
      to
      our Board of Directors certain conditions involving internal controls which
      they
      believe represent material weaknesses in our internal control environment.
      These
      matters are with regard to insufficient personnel resources within the
      accounting function, based on the size and complexity of the organization,
      to
      affect timely financial close process and to effectively evaluate and resolve
      non-routine and/or complex accounting transactions. A material weakness is
      a
      significant deficiency, or combination of significant deficiencies, that results
      in more than a remote likelihood that a material misstatement of the annual
      or
      interim financial statements will not be prevented or detected. Significant
      deficiencies are control issues that could have a significant adverse effect
      on
      the ability to record, process, summarize and report financial data in the
      financial statements.





Our
      management and the Board of Directors agreed with our independent registered
      public accounting firm on the matter raised in their report and agreed to
      address the material weakness.





24


To
      address this internal control weakness, management has commenced implementation
      of the following measures: The Company, led by its Chairman, conducted a
      national search for a Chief Financial Officer at the holding company level.
      The
      search has included individuals with the experience and training necessary
      to
      provide the requisite enhanced internal controls, systems and management. The
      Company completed this search and hired a Chief Financial Officer during January
      2006.





*Changes
      in internal controls:* During
      the Company's fourth quarter of 2005, the Company acquired the business of
      Oblio
      Telecom, LLP and added another business segment to the Company's portfolio.
      Initially, the financial and accounting duties were being divided utilizing
      as
      many internal controls as possible in a 12 employee operation. However, the
      Company hired a new Chief Financial Officer in January 2006. The new Chief
      Financial Officer is currently located in the Company’s newly acquired
      telecommunications division thus strengthening the internal controls in that
      division. For the six months ended February 28, 2006, the telecommunications
      division represented over 83% of the total revenue of the Company. There were
      no
      additional changes in internal controls over financial reporting, known to
      the
      Chief Executive Officer or Chief Financial Officer that occurred during the
      period covered by this report that has materially affected, or is likely to
      materially effect, the Company’s internal control over financial reporting.






**PART
      II**




**OTHER
      INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**





From
      time
      to time, we may become involved in various lawsuits and legal proceedings which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business. We are currently not aware
      of any such legal proceedings or claims that we believe will have, individually
      or in the aggregate, a material adverse affect on our business, financial
      condition or operating results.





On
      July
      29, 2005, the Company was served with a summons from Hytek Services ("Hytek");
      whereby Hytek alleged that it had lost an account as a result of Titan PCB
      West,
      Inc.'s ("Titan") negligence and defective boards and also alleges that Titan
      violated the Non-Disclosure Agreement by utilizing Hytek's confidential
      information and hiring an ex-Hytek employee. This lawsuit was filed seeking
      damages of approximately $400,000 after Titan attempted to collect an extremely
      old accounts receivable due Titan from Hytek in the amount of $145,000. The
      Company contends that Hytek's complaint is without merit and intends to defend
      itself vigorously.





On
      February 8, 2006, the Company filed for a refund of $1,531,919 for Federal
      Excise Taxes paid for services provided through December 7, 2005. The Company
      paid Federal Excise Taxes of 3% of revenues generated from communication
      services provided to its customers. This tax is included in the Company’s cost
      of sales. Recently, several courts have ruled that this tax does not apply
      to
      services that are not based on time and distance. Because the Company’s services
      are based only on time, we believe that we may not be subject to the tax and
      we
      have filed for a refund for taxes paid through December 7, 2005. The Company
      believes that it may have additional claims that have not been filed for yet.
      We
      will seek refunds for these amounts in future filings. Because the settlement
      of
      these claims is uncertain, these amounts have not been recorded in the
      accompanying financial statements and will be recorded when the claims are
      settled.





25


The
      Company also files suit against its customers in the ordinary course of business
      to collect amounts owed for products or services provided. No significant suits
      are pending as of February 28, 2006.








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





Not
      applicable.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





The
      Company was in default of its loan covenants with CapitalSource during the
      three
      months ended February 28, 2006. Subsequent to the three months ended February
      28, 2006, the Company entered
      into a Waiver and Amendment No. 2 to the Credit and Security Agreement dated
      as
      of August 12, 2005 which provides for the waiver of certain events of default
      and the amendment of certain provisions of the Credit and Security Agreement.





The
      Company is also in technical default with Laurus due to its failure to have
      a
      registration statement which includes shares issuable to Laurus upon conversion
      of the convertible notes and shares issued to Laurus in August 2005 declared
      effective within 90 days of the closing of our acquisition of Oblio. Laurus
      has
      not issued a default notice to the Company and has cooperated with the Company
      and is not imposing default interest rates or liquidated damages. Laurus
      maintains the right to charge liquidated damages in the future. The Company
      expects to rectify this by responding to the SEC comments by filing an amendment
      to its registration statement on Form SB-2 filed on October 14,
      2005.








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





Not
      applicable.





**ITEM
      5. OTHER INFORMATION**





Not
      applicable **.**





**ITEM
      6. EXHIBITS**




31.1
        -
        Certification of Principal Executive Officer pursuant to Rule 13a-14 and
        Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended   31.2
          -
          Certification of Principal Financial Officer pursuant to Rule 13a-14 and
          Rule
          15d 14(a),
          promulgated under the Securities and Exchange Act of 1934, as
          amended
 32.1
            -
            Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
            to Section 906
            of
            the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
 32.2
              -
              Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
              to Section 906
              of
              the Sarbanes-Oxley Act of 2002 (Chief Financial
              Officer)









26




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


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




Date: May
      16, 2006


Titan
              Global
              Holdings, Inc.By:
            /s/ *Curtis
              Okumura*Curtis
              OkumuraPresident
                and
                CEO
              (Principal Executive
                Officer)




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








27