Titan Global 10QSB 2006 Q2 Quarterly report (small business)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended November 30, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the period _______________ to ________________________

Commission File Number: 000-32847

TITAN GLOBAL HOLDINGS, INC.

(Formerly Ventures-National Incorporated)

(Exact Name of Registrant as Specified in its Charter)

Utah

(State or Other Jurisdiction of

Incorporation or Organization)

87-0433444

(I.R.S. Employer

Identification Number)

44358 Old Warm Springs Blvd.

Fremont, California 94538-6148

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number (including area code): (510) 824-1200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No[x]

Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [x]

Number of shares of common stock, $0.001 par value, outstanding at January 1, 2006: 35,332,638

TITAN GLOBAL HOLDINGS, INC.

(FORMERLY VENTURES-NATIONAL INCORPORATED)

TABLE OF CONTENTS

	Page

PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements		3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		11
Item 3. Controls and Procedures		22

PART II. OTHER INFORMATION
Item 1. Legal Proceedings		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults upon senior securities		23
Item 4. Submission of matters to a vote of security holders		23
Item 5. Other information		23
Item 6. Exhibits		23

Signatures		24

TITAN GLOBAL HOLDINGS, INC.

(FORMERLY VENTURES-NATIONAL INCORPORATED)

FORM 10-QSB

FOR THE QUARTER ENDED

NOVEMBER 30, 2005

FORWARD-LOOKING INFORMATION

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

TITAN GLOBAL HOLDINGS, INC.
(FORMERLY VENTURES-NATIONAL INCORPORATED)

CONDENSED CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2005

(In thousands except share data)
(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents	$	1,072
Restricted cash		750
Accounts receivable, net of reserves of $123		8,192
Inventory, net		3,176
Prepaid expenses and other current assets		122
Total current assets		13,312
Equipment and improvements, net		2,147
Definite-lived intangible assets, net		25,197
Goodwill		4,439
Capitalized loan fees, net		1,091
Other assets		445
Total assets	$	46,631

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Short-term debt - related parties	$	2,897
Current portion of long-term debt, net of discounts of $1,197		12,649
Lines of credit, net of discounts of $1,779		5,589
Accounts payable - trade		12,971
Accrued liabilities		2,049
Total current liabilities		36,155
Redeemable preferred stock - 9,000 shares authorized, issued and outstanding (preference in		9,081
liquidation of $9,081)		2,288
Long-term debt - related parties, net of discounts of $212		47,524
Total liabilities
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 950,000,000 shares
authorized, 35,332,638 shares issued and outstanding		35
Additional paid-in capital		22,138
Accumulated deficit		(23,066	)
Total stockholders’ deficit		(893	)
Total liabilities and stockholders' deficit	$	46,631

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

TITAN GLOBAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended

	11/30/05			11/30/04

Sales	$	27,680		$	3,873
Cost of sales		25,571			3,956
Gross profit (loss)		2,109			(83	)
Operating expenses:
Sales and marketing		425			404
General and administrative expenses
(Including non-cash compensation of $7 and $78)		2,198			622
Loss from operations		(514	)		(1,109	)
Other income (expenses):
Interest expense (including non-cash of $811 and $335)		(1,563	)		(500	)
Miscellaneous		1			1
Loss before income taxes		(2,076	)		(1,608	)
Provision for income taxes		-			-
Net loss	$	(2,076	)	$	(1,608	)

Net loss per share:
Basic and Diluted	$	(0.06	)	$	(0.07	)
Weighted average number of shares outstanding:
Basic and Diluted		35,332,638			24,736,668

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

TITAN GLOBAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three months Ended

	11/30/05			11/30/04

Cash flows from operating activities:
Net loss	$	(2,076	)	$	(1,608	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Non-cash interest paid in common stock		-			20
Amortization of deferred compensation		7			78
Non-cash interest expense related to accrued preferred stock
dividend		81			-
Non-cash interest expense related to
amortization of beneficial conversion features		310			315
Depreciation and amortization		1,832			221
Changes in operating assets and liabilities:
Restricted cash		(750	)		-
Accounts receivable		416			110
Inventory		(78	)		(6	)
Prepaid expenses and other current assets		38			(85	)
Other assets		17			38
Accounts payable		(1,476	)		259
Accrued liabilities		119			236
Net cash used in operating activities		(1,560	)		(422	)

Cash flows from investing activities:
Capital expenditures		(76	)		(36	)
Net cash used in investing activities		(76	)		(36	)

Cash flows from financing activities:
Borrowings on lines of credit, net		1,199			48
Proceeds from issuance of note payable to related parties		372			300
Payments of long-term debt		(1,050	)		(304	)
Payments of short-term debt		-			(40	)
Payments to related parties		(55	)		-
Net cash provided by financing activities		466			4

Net decrease in cash		(1,170	)		(454	)
Cash and cash equivalents at beginning of period		2,242			797
Cash and cash equivalents at end of period	$	1,072		$	343
Supplemental disclosure of cash flow information:
Interest paid	$	1,005		$	130
Income tax paid	$	-		$	-
Non cash activities:
Issuance of common stock to pay accrued interest	$	-		$	20

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

TITAN GLOBAL HOLDINGS, INC.

(FORMERLY VENTURES-NATIONAL INCORPORATED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Note 1. Basis of Presentation and Nature of Business Operations

Basis of Presentation

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

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

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

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

Nature of Business

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

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

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

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

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

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

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

Note 2. Loss Per Common Share

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

Note 3. Inventory

Inventory consisted of the following:

Raw materials and finished subassemblies	$	352
Work in process		539
Finished goods		2,366
		3,257
Less inventory reserves		81
Total	$	3,176

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

Note 4. Notes Payable - Related Party

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

Note 5. CapitalSource Default

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

Note 6. Proforma Loss under FASB 148

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

During the three month periods ended November 30, 2005 and 2004, the following table illustrates the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock based employee compensation:

	Three Months Ended,
	11/30/05			11/30/04

Net loss, as reported	$	(2,076	)	$	(1,608	)
Add: Compensation recognized under APB No. 25		7			12
Deduct: Compensation recognized under SFAS No. 123		(27	)		(44	)
Proforma, net loss	$	(2,096	)	$	(1,640	)

Net loss per share:
Basic and diluted, as reported	$	(0.06	)	$	(0.07	)
Basic and diluted, proforma	$	(0.06	)	$	(0.07	)

Note 7. Litigation

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.

Note 8. Segment Information

	Three Months Ended,
	11/30/05			11/30/04
Sales:
PCB	$	4,413		$	3,873
Telecommunications		23,267			-
Totals	$	27,680		$	3,873

Interest expense:
PCB	$	633		$	500
Telecommunications		930			-
Totals	$	1,563		$	500

Net Loss:
PCB	$	(391	)	$	(817	)
Telecommunications		(833	)		-
Corporate activities		(852	)		(791	)
Totals	$	(2,076	)	$	(1,608	)

Assets:
PCB	$	7,156		$	6,926
Telecommunications		39,475			-
Totals	$	46,631		$	6,926

Equipment and improvements (Gross):
PCB	$	4,275		$	4,161
Telecommunications		32			-
Totals	$	4,307		$	4,161

Additions:
PCB	$	44		$	36
Telecommunications		32			-
Totals	$	76		$	36

Depreciation expense:
PCB	$	157		$	159
Telecommunications		2			-
Totals	$	159		$	159

Goodwill and intangible assets (Gross):
PCB	$	65		$	65
Telecommunications		30,884			-
Totals	$	30,949		$	65

Amortization expense:
PCB	$	-		$	5
Telecommunications		1,174			-
Totals	$	1,174		$	5

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

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

Overview

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

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

Summary Corporate Background

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

Our 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.

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

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

On February 27, 2003, through our wholly-owned subsidiary Titan PCB East, we acquired certain assets of Eastern Manufacturing Corporation, for approximately $500,000 in a foreclosure sale from Eastern Manufacturing Corporation’s secured lender Eastern Bank. The results from Eastern Manufacturing Corporation’s operations will be reflected in our financial statements from the date of acquisition. No goodwill resulted from this acquisition.

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

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

Plan of Operations

Our business strategy is to:

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

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

·	expand its services to include rigid-flex combinations in order to diversify sources of revenue;

·	expand its sales through the marketing and manufacture of rigid-flex PCBs using the patented HVR Flex Ô process available as a result of its acquisition of assets from Eastern Manufacturing Corporation in February 2003;

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

·	acquire manufacturing facilities that have military certification or add value to its current time sensitive manufacturing service business;

·	develop and continuously improve fabrication and sales processes in order to improve margin and competitive pricing;

·	increase Oblio’s direct sales of its prepaid phone services to large retailers;

·	explore opportunities to market and sell Oblio ’ s prepaid phone cards, some of which are capable of foreign origination, directly to overseas distributors;

acquire facilities based telecommunications businesses which will increase Oblio’s capacity to handle a larger number of simultaneous calls, provide established interconnects with other major telecommunications providers and offer established prepaid distribution channels in other states where Oblio has not fully penetrated;

·	explore opportunities to market and sell Oblio’s prepaid phone cards, some of which are capable of foreign origination, directly to overseas distributors; and

·	implement new prepaid calling card programs utilizing VoIP technology.

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

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

ACCOUNTING PRINCIPLES; ANTICIPATED EFFECT OF GROWTH

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

Sales. The Company recognizes sales upon shipment to the Company's customers. The Company records net sales as the Company’s gross sales less an allowance for returns and discounts. At November 30, 2005 the Company had approximately 500 customers. The Company provides its customers a limited right of return for defective PCBs and records an allowance against gross revenues for estimated returns at the time of sale based on its historical results. Because the Company’s customers quickly test the PCBs the Company manufactures for them, the majority of returns for defects occur within the first 15 days following shipment. At November 30, 2005, the Company had an allowance for returns of $25,000 and an allowance for doubtful accounts of $98,000. Actual returns may differ materially from the Company’s estimates, and revisions to the allowances may be required from time to time.

The Company expects the number and complexity of PCBs the Company sells to fluctuate with the changes in demand from the Company ’ s customers and, the prices it charges its customers to fluctuate as a result of intense competition in the PCB industry and the current economic situation and its impact on the high technology market. Until industry conditions improve and demand increases, the Company expects that decreased average pricing will continue to negatively affect its sales.

The Company expects sales to grow as it develops its reputation in its target market and the Company expands upon its receiving Military Specification 31032 in its Amesbury, Massachusetts facility. Additional acquisitions will also increase sales as well as cause disruption as facilities, employees, and processes are integrated. The Company expects these fluctuations to be relatively short lived while expecting the sales growth to be more permanent with the variable of market demand as a condition.

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

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

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

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

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

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

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

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

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

Operating and Non-Operating Expenses The Company's operating expenses for the periods ended November 30, 2005 and 2004 are comprised of marketing, general and administrative, non-recurring costs and costs related to mergers and acquisitions, as well as the cost of developing operating facilities.

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

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

General and administrative expenses include all corporate and administrative functions that serve to support its current and future operations and provide an infrastructure to support future growth. Major items in this category include management and staff salaries and benefits, travel, network administration and systems/data processing, training, rent/leases and professional services. The Company intends to expand its customer and sales support operation in order to support the increased complexity and volume of its PCB segment as well as its newly acquired telecommunications segment and its anticipated use of indirect sales. The Company does not expect a material increase in sales and marketing expense that is not consistent with an increase in sales over a reasonable period of time. The Company anticipates its sales and marketing costs to fluctuate as a percentage of sales due to the addition of sales personnel and various marketing activities planned throughout the year.

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

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

Results of Operations

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

	Three Months Ended
	11/30/05			11/30/04
Net sales		100.0	%		100.0	%
Cost of sales		92.4			102.1
Gross profit/(loss)		7.6			(2.1	)

Operating expenses:
Sales and marketing		1.5			10.4
General and administrative		8.0			16.1
Total operating expenses		9.5			26.5

Operating loss		(1.9	)		(28.6	)
Interest expense		(5.6	)		(12.9	)
Miscellaneous		-			-
Net loss		(7.5	)		(41.5	)

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

Net Sales

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

Cost of Sales

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

Gross Profit (Loss)

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

Operating Expenses

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

General and administrative expenses increased by $1,576,000 or 253.4%, from $622,000 in the three months ended November 30, 2004 to $2,198,000 in the three months ended November 30, 2005. The increase was due in major part to the additional amortization incurred by our Oblio division regarding the intangible assets acquired as well as the additional costs incurred in the Oblio division expenses. As a percentage of sales, these costs decreased from 16.1% in the three months ended November 30, 2004 to 8.0% in the three months ended November 30, 2005.

Interest Expense

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

Miscellaneous

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

Liquidity and Capital Resources

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

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

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

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

In the three months ended November 30, 2005, net cash used by operations was $1,560,000 while in the three months ended November 30, 2004 cash used in operating activities was $422,000, an increase of $1,138,000. This increase was primarily the result of paying down our accounts payable and the issuance of a letter of credit, fully secured with a restricted cash account of $750,000, for the benefit of our wireless provider. This was offset by an increase in our non-cash expenses.

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

Quantitative And Qualitative Disclosures About Market Risk

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

Impact of Inflation

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

Seasonality

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

Contractual Obligations

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

Payment by period

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

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

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

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

Allowance for doubtful accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts, the aging of accounts receivable, our history of bad debts, and the general condition of the industry. If a major customer's credit worthiness deteriorates, or our customers' actual defaults exceed our historical experience, our estimates could change and impact our reported results.

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

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: As of August 31, 2005 the Company’s management carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and the Chief Financial Officer of the effectiveness of the design and operation of the Company’s system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon the Controls Evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, our Disclosure Controls are not effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles for the reasons discussed below.

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

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

To remediate this internal control weakness, management has commenced implementation of the following measures: The Company, led by its Chairman, has conducted a national search for a Chief Financial Officer at the holding company level. The search has included individuals with the experience and training necessary to provide the requisite enhanced internal controls, systems and management. The Company anticipates that the search and negotiations will be completed in the near term to fill this role, and supplement the current management structure.

Changes in internal controls: There were no changes in internal controls over financial reporting, known to the Chief Executive Officer or Chief Financial Officer that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting. During the Company's fourth quarter, the Company acquired the business of Oblio Telecom, LLP and added another business segment to the Company's portfolio. This division currently limited staff has no accountant. The duties are being divided utilizing as many internal controls as possible in a 12 employee operation. The Company's Chief Financial Officer is currently overseeing and performing the accounting functions for this division; otherwise, there are no changes in internal controls.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

31.1 - Certification of Principal Executive Officer pursuant to Rule 13a-14 and 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)

S I G N A T U R E S

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

		TITAN GLOBAL HOLDINGS, INC. (Registrant)


Dated: January 23 , 2006		/s/ Curtis Okumura Curtis Okumura President, CEO and Principal Financial and Accounting Officer (Principal Executive Officer)

Titan Global (TTGH) Inactive 10QSB2006 Q2 Quarterly report (small business)