AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2004

(REGISTRATION NO. 333-112362)
[GRAPHIC OMITTED]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[GRAPHIC OMITTED]

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[GRAPHIC OMITTED]
VENTURES-NATIONAL INCORPORATED
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

UTAH
(STATE OR OTHER
JURISDICTION OF 3672 87-0433444
INCORPORATION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

44358 OLD WARM SPRINGS BOULEVARD
FREMONT, CALIFORNIA 94538
(510) 824-1240
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL PLACE OF BUSINESS)
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KENNETH L. SHIRLEY
CHIEF EXECUTIVE OFFICER
VENTURES-NATIONAL INCORPORATED
44358 OLD WARM SPRINGS BOULEVARD
FREMONT, CALIFORNIA 94538
(510) 824-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S AGENT FOR SERVICE)
----------
COPY TO:

GREGORY SICHENZIA, ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS, 21ST FLOOR
NEW YORK, NEW YORK 10018
(212) 930-9700
(212) 930-9725 (FACSIMILE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, (the "Securities Act") check the following box: |X|

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: ||

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|

================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

================================================================================

PROSPECTUS
7,700,000 SHARES
VENTURES-NATIONAL INCORPORATED
COMMON STOCK
----------

This prospectus relates to the resale of up to 7,700,000 shares of common
stock, of which 6,000,000 shares are issuable upon the conversion of promissory
notes and the payment of the principal amount of, and interest on these notes to
Laurus Master Fund, Ltd., and 750,000 shares of common stock and 950,000 shares
of common stock underlying options and warrants of Ventures-National
Incorporated by certain selling stockholders identified in this prospectus. All
of the shares, when sold, will be sold by these selling stockholders, including
Laurus. The selling stockholders may sell their common stock from time to time
at prevailing market prices. We will not receive any proceeds from the sale of
the shares of common stock by the selling stockholders.

Our shares are quoted on the OTC Bulletin Board under the symbol "TTGH".
Our shares have been traded on the OTC Bulletin Board since September 21, 2002.
Prior to September 21, 2002, there was no "public market" for shares of our
common stock. The most recent sale price for our common stock was $0.68 on
January 21, 2004.

We are a fabrication service provider of time sensitive, high tech,
prototype and pre-production printed circuit boards, providing time-critical
printed circuit board manufacturing services to original equipment
manufacturers, contract manufacturers and electronic manufacturing services
providers through our wholly-owned subsidiaries Titan PCB West, Inc., which we
acquired through a merger on August 30, 2002, and Titan PCB East, Inc., the
assets of which we acquired from Eastern Manufacturing Corporation on February
28, 2003. We generated revenues of $10,204,672 for the year ended August 31,
2003 and incurred a net loss of $6,500,428.

No underwriter or person has been engaged to facilitate the sale of shares
of common stock in this offering. None of the proceeds from the sale of common
stock by the selling stockholders will be placed in escrow, trust or any similar
account.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS"
BEGINNING ON PAGE 9.

----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

----------

March 10, 2004

The information in this prospectus is not complete and may be changed
without notice. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, and it is
not soliciting offers to buy these securities, in any state where the offer or
sale of these securities is not permitted.

TABLE OF CONTENTS

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PAGE
-----
Prospectus Summary 3
Risk Factors 6
Use of Proceeds 18
Dilution 18
Capitalization 19
Management's Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operations 21
Legal Proceedings 47
Facilities 48
Market For Common Equity and Related Stockholder Matters 49
Management 50
Certain Relationships and Related Party Transactions 60
Security Ownership of Certain Beneficial Owners and Management 63
Selling Security Holders 65
Description of Securities 66
Plan of Distribution 68
Legal Matters 70
Experts 70
Index To Financial Statements F-1
Information Not Required In Prospectus II-1
Indemnification of Directors and officers II-1
Other Expenses of Issuance and Distribution II-1
Exhibits II-8
Undertakings II-14

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
AND MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND
OUR BUSINESS AND THIS OFFERING FULLY, YOU SHOULD READ THIS ENTIRE PROSPECTUS
CAREFULLY, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES
BEGINNING ON PAGE F-1. VENTURES-NATIONAL INCORPORATED

We are a fabrication service provider of time sensitive, high tech,
prototype and pre-production PCBs. We provide time-critical PCB manufacturing
services to original equipment manufacturers, contract manufacturers and
electronic manufacturing services providers. Our prototype PCBs serve as the
foundation in many electronic products used in telecommunications, medical
devices, automotive, military applications, aviation components, networking and
computer equipment. Our time sensitive and high quality manufacturing services
enable our customers to shorten the time it takes them to get their products
from research and development phase to production phase, thus increasing their
competitive position.

We are able to produce high technology PCBs with surface finishes
consisting of tin/lead, immersion gold, organic solderability coating also known
as OSP, electrolytic soft and hard gold, silver and tin/nickel finishes. Our
PCBs are also engineered to support electrical characteristics for high-speed
digital designs consisting of controlled impedance.

Our bare-board manufacturing operations provide time sensitive PCBs to the
electronics industry at a competitive price. Our focus is on high quality niche
Rigid and HVR FlexTM (rigid flex) PCBs 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 value-added price.

Our standard panel sizes range from 12" x 18" to an oversize panel of 24"
x 30". The base cost of a PCB is primarily determined by the amount of boards
that can be placed on manufacturing process panel. We have the capability to
produce up to 34 layer circuit boards with finished hole aspect ratios up to 15
to 1 (15:1). The number of layers of a PCB can affect our weekly manufacturing
capacity. For example, an order representing a higher number of layers, 12 or
more, will decrease overall capacity, whereas an order for PCBs with less than
12 layers will increase overall capacity. However, we expect that any decreases
in capacity caused by the manufacture of PCBs with a greater number of layers
would be offset by a higher average panel price.

We have substantially completed the relocation and upgrade of our PCB
plant into a facility formerly occupied by Tyco Electronics Inc. in Fremont,
California, in connection with which we executed a sublease on July 26, 2002. We
also operate a facility in Amesbury, Massachusetts which we occupy as a result
of our acquisition of assets of EMC.

THE OFFERING

Selling stockholders are offering for resale up to 7,700,000 shares of our
common stock, of which 6,000,000 shares are issuable upon the conversion of the
principal amount of, and interest on, certain promissory notes held by Laurus
Master Fund, Ltd., and 750,000 shares of common stock and 950,000 shares of
common stock underlying options and warrants of Ventures-National Incorporated
by certain selling stockholders identified in this prospectus, including Laurus.
We will not be involved in the offer or sale of these shares other than
registering such shares for resale pursuant to this prospectus. We will not
receive any proceeds from the sale of any of the shares of common stock being
registered under this prospectus.

Our common stock is currently quoted on the OTC Bulletin Board under the
symbol "TTGH."

Common Stock Offered by the Up to an aggregate of 7,700,000 shares
Selling Stockholders of common stock

Common Stock Outstanding at
December 31, 2003. 16,590,890(1)

OTC Bulletin Board
Trading Symbol TTGH

(1) Excludes 6,000,000 shares of common stock issuable upon conversion
of promissory notes held by Laurus Master Fund, Ltd. outstanding options and
warrants exercisable for an aggregate of 1,235,000 shares of common stock with
an average exercise price of $1.23. Unless otherwise indicated, all information
contained in this prospectus is as of the date hereof.

IMPORTANT NOTE CONCERNING OUR FINANCIAL CONDITION AND BUSINESS

Our management estimates that our projected cash flow from operations,
plus our cash reserves and available borrowing capacity under our credit
facilities, will be sufficient to permit us to continue our current level of
operations for at least 12 months from the date of this prospectus. However, we
plan to increase our sales and marketing, product development, and
administrative expenses during our 2004 fiscal year. We intend to use these
sources of funds, as well as others in the event that they shall be available on
commercially reasonable terms, to fund these activities and other activities
described herein, although there can be no assurance these funds will be
available in the amounts or at the times we require.

For more information on this matter, you should review our financial
statements, which begin on page F-1 of this prospectus, as well as the section
of this prospectus titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations", beginning on page 21.

----------

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and prospects may
have changed since that date.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(In thousands, except share and per share data)

The following table sets forth selected statement of operations data for
the three months ended November 30, 2003 and 2002, years ended August 31, 2003
and 2002 and the period from inception (March 27, 2001) to August 31, 2001 and
selected balance sheet data as of November 30, 2003 and August 31, 2003. The
aforementioned selected statement of operations data and selected balance sheet
data 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 prospectus. The data for the years ended August 31,
2003 and 2002 and the period from inception (March 27, 2001) to August 31, 2001
is derived from our financial statements and related notes included in this
prospectus audited by Stonefield Josephson, Inc., our independent auditors.

STATEMENT OF OPERATIONS DATA:

THREE MONTHS ENDED FISCAL YEARS ENDED
NOVEMBER 30, AUGUST 31, FROM INCEPTION
-------------------------- -------------------------- (MARCH 27, 2001)
TO AUGUST 31,
2003 2002 2003 2002 2001
---------- --------- ---------- --------- ---------
(UNAUDITED) (UNAUDITED)

Net Sales $3,482 $2,077 $10,205 $8,321 $883
Income (loss) from operations (1,090) (1,057) (6,047) (1,272) 50
Net income (loss) $(1,581) $(1,113) $(6,500) $(1,731) $22
Net income (loss) per share - basic and diluted $(0.10) $(0.15) $(0.52) $(0.26) $0.00
Number of weighted average shares - basic and diluted 15,823,899 7,428,163 12,398,023 6,615,598 6,600,000

BALANCE SHEET DATA:
AS OF AS OF
NOVEMBER 30, 2003 AUGUST 31, 2003
(UNAUDITED)
------- -------
Cash $114 $97
Working capital (deficit)(1) (1,325) (3,574)
Total assets 6,407 5,143
Total current liabilities 4,831 5,773
Long-term debt and capital lease obligations,
less current portion 1,590 486
Total stockholders' deficit $(14) $(1,117)

(1) Defined as total current assets minus total current liabilities.

RISK FACTORS

IF ANY OF THE RISKS DESCRIBED BELOW MATERIALIZE, THE VALUE OF OUR COMMON
STOCK COULD BE ADVERSELY AFFECTED. TO UNDERSTAND OUR BUSINESS AND THIS OFFERING
FULLY, YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE
CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES BEGINNING ON PAGE F-1.
CONSIDERATIONS AND RISKS RELATING TO OUR BUSINESS

OUR FINANCIAL STATEMENTS WERE PREPARED ON THE ASSUMPTION THAT WE WILL
CONTINUE AS A GOING CONCERN, AND OUR INDEPENDENT ACCOUNTANTS HAVE EXPRESSED
DOUBT AS TO THAT ASSUMPTION.

Our financial statements were prepared on the assumption that we will
continue as a going concern, and our independent accountants have expressed
doubt as to that assumption. If sufficient capital is not available, we would
likely be required to reduce or discontinue our operations. Our management
estimates that our projected cash flow from operations, plus our cash reserves
and available borrowing capacity under our credit facilities, will be sufficient
to permit us to continue our current level of operations for at least 12 months
from the date of this prospectus. However, we plan to increase our sales and
marketing, product development, and administrative expenses during our 2004
fiscal year. We intend to use these sources of funds, as well as others in the
event that they shall be available on commercially reasonable terms, to fund
these activities and other activities described herein, although there can be no
assurance these funds will be available in the amounts or at the times we
require. As a result, we may be required to raise additional capital, which may
not be available to us on favorable terms, if at all. If we are unable to
generate sufficient cash from operations and we are unable to raise additional
capital, we will be forced to discontinue some or all of our operations, reduce
the development of some or all of our products, or reduce our workforce, any of
which would materially adversely affect our business, prospects, financial
condition, and results of operations.

OUR LIMITED OPERATING HISTORY IS A RISK BECAUSE IT DOES NOT AFFORD
INVESTORS A SUFFICIENT HISTORY ON WHICH TO BASE AN INVESTMENT DECISION.

We were incorporated in 1985 and had no material operations between 1990
and early 2000. We recommenced our development stage in early 2000, and had no
material operations from such time until as we acquired Titan PCB West, Inc.,
which we acquired through our merger (the "Merger") with Titan PCB West on
August 30, 2002. Titan PCB West's predecessor, SVPC, commenced its operations in
July 2001. Accordingly, we have a limited operating history. Investors must
consider the risks and difficulties frequently encountered by early stage
companies, particularly in rapidly evolving markets such as the limited circuit
board industry. Such risks include the following:

o competition;

o need for increased acceptance of products;

o ability to continue to develop and extend our brand identity;

o ability to anticipate and adapt to a competitive market;

o ability to effectively manage rapidly expanding operations;

o amount and timing of operating costs and capital expenditures relating

o to expansion of our business, operations, and infrastructure;

o ability to provide superior customer service; and

o dependence upon key personnel.

We cannot be certain that our business strategy will be successful or that
we will successfully address these risks. In the event that we do not
successfully address these risks, our business, prospects, financial condition,
and results of operations could be materially and adversely affected.
Information regarding all our past operations prior to the Merger can be found
in our reports and registration statements that have been previously filed with
the Securities and Exchange Commission.

WE DO NOT HAVE A HISTORY OF PROFITABILITY AND, CONSEQUENTLY, CANNOT
PREDICT WHETHER WE WILL EVER REACH PROFITABILITY.

Since recommencing our development stage activities, and Titan PCB West,
since inception, have not generated profits. We experienced net losses for the
years ended August 31, 2003 and 2002 of $6,500,428 and $1,730,801, respectively.
Moreover, we will need to increase significantly our operating expenses to
implement our business plan. As a result of the foregoing factors, we could
incur significant losses on a quarterly and annual basis for the foreseeable
future. Our ability to generate revenue and profits in the long term will depend
primarily upon the successful implementation of our business plan. No assurance
can be given that we will be successful in implementing our business plan or
that we will generate sufficient revenue to achieve profitability.

If the anticipated cash generated by our operations are insufficient to
fund requirements and losses, we will need to obtain additional funds. There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all.

WE BELIEVE THAT WE WILL REQUIRE ADDITIONAL FINANCING TO IMPLEMENT OUR
BUSINESS PLAN.

We anticipate that we will require additional financing in order to
implement our business plan. We currently anticipate capital expenditures of at
least $1 million during the next 12 months to cover operating losses during that
period. 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, 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. In addition, as
our results may be negatively impacted and thus delayed as a result of political
and economic factors beyond our control, our capital requirements may increase.

OUR FINANCIAL RESULTS MAY FLUCTUATE FROM PERIOD TO PERIOD AS A RESULT OF
SEVERAL FACTORS WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE.

Our operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are outside our control. Because
of our limited operating history we believe that period to period comparisons of
our operating results may not be a good indication of future performance. It is
possible that our future operating results may be below the expectations of
investors or market analysts. If this occurs, our stock price may decrease.
Factors that will impact our financial results include:

o the amount and timing of capital expenditures and other costs relating to
the implementation of our business plan, including acquisitions of, and
investments in, competing or complementary companies or technologies;

o our introduction of new products or services or by our competitors;

o pricing changes in the PCB manufacturing or assembly industries;

o technical difficulties with respect to the use of our products;

o regulatory changes; and

o general economic conditions and economic conditions specific to the PCB
manufacturing industry.

As a strategic response to changes in the competitive environment, we may
from time to time make certain pricing, service, or marketing decisions or
acquisitions that could have a material adverse effect on our business,
prospects, financial condition, and results of operations.

STOCKHOLDERS SHOULD NOT EXPECT DIVIDENDS.

We have not paid dividends or other distributions and do not intend to pay
dividends or other distributions for the foreseeable future, and we intend to
reinvest all of our earnings in the development of our business. In addition, we
may enter into agreements with lenders or other financing parties that restrict
or prohibit the payment of dividends or other distributions. In particular, our
credit facilities with Laurus restrict our ability to pay dividends.
Accordingly, no assurance can be given that we will pay any dividend or other
distributions to the holders of our capital stock.

AVERAGE SELLING PRICES OF OUR PRODUCTS MAY DECREASE WHICH COULD RESULT IN
A DECREASE IN OUR GROSS MARGINS AND UNIT VOLUME SALES.

The average selling prices for our products may be lower than expected as
a result of competitive pricing pressures, technological advances and customers
who negotiate price reductions. A majority of our revenues are generated from
the networking, high-end computing and computer peripherals segments of the
electronics industry, which is characterized by intense competition, relatively
short product life-cycles and significant fluctuations in product demand.
Furthermore, these segments are subject to economic cycles and have experienced
in the past, and are likely to experience in the future, recessionary periods. A
recession or any other event leading to excess capacity or a downturn in these
segments of the electronics industry could result in intensified price
competition, a decrease in our gross margins and unit volume sales and
materially affect our business, prospects, financial condition and results of
operations. Historically, the trend in our industry has been for prices to
decrease as technological innovations become widespread. We expect this trend
and price competition to continue in the future in the PCB market, and can make
no assurances that the average selling prices of our current products will not
decrease. Although we cannot estimate how much excess capacity currently exists
in the PCB manufacturing industry, we believe that there is significant excess
capacity in the industry creating downward pressure on prices for our products.

IF WE ARE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND PROCESS
DEVELOPMENT IN THE PCB MANUFACTURING INDUSTRY, WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY.

The market for PCBs is characterized by rapidly changing technology and
continual implementation of new production processes. The future success of our
business will depend in large part upon our ability to maintain and enhance our
technological capabilities, to develop and market products that meet changing
customer needs and to successfully anticipate or respond to technological
changes on a cost-effective and timely basis. We expect that the investment
necessary to maintain our technological position will increase as customers make
demands for products and services requiring more advanced technology on a
quicker turnaround basis. In light of our current financial condition, we may
not be able to borrow additional funds in order to respond to technological
changes as quickly as our competitors. In addition, the PCB industry could
encounter competition from new or revised manufacturing and

production technologies that render existing manufacturing and production
technology less competitive or obsolete. We may not respond effectively to the
technological requirements of the changing market. If we need new technologies
and equipment to remain competitive, the development, acquisition and
implementation of those technologies and equipment may require us to make
significant capital investments. In the event that we do not successfully
address these risks, our business, prospects, financial condition, and results
of operations would be materially and adversely affected.

WE ARE DEPENDENT UPON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR NET
SALES, AND A DECLINE IN SALES TO MAJOR CUSTOMERS COULD MATERIALLY ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.

A relatively small number of customers are responsible for a significant
portion of our net sales. For the years ended August 31, 2003 and 2002, ten
customers accounted for 30% and 41% of our revenue and net sales, respectively.
Our principal customers may not continue to purchase products from us at past
levels, and we expect a significant portion of our net sales will continue to be
generated by a small number of customers. Our customer concentration could
increase or decrease depending on future customer requirements, which will
depend in large part on market conditions in the electronics industry segments
in which our customers participate. The loss of one or more major customers or a
decline in sales to our major customers could significantly harm our business
and results of operations. In addition, we generate significant accounts
receivable in connection with providing services to our customers. If one or
more of our significant customers were to become insolvent or were otherwise
unable to pay for the services provided by us, our business, prospects,
financial condition, and results of operations will be materially and adversely
affected.

OUR RESULTS OF OPERATIONS ARE SUBJECT TO FLUCTUATIONS AND SEASONALITY IN THE
DEMAND FOR PCBS, AND BECAUSE MANY OF OUR OPERATING COSTS ARE FIXED, EVEN SMALL
REVENUE SHORTFALLS WOULD MATERIALLY DECREASE OUR GROSS MARGINS.

Our results of operations vary for a variety of reasons, including:

o timing of orders from and shipments to major customers;

o the levels at which we utilize our manufacturing capacity;

o changes in the pricing of our products or those of our competitors;

o changes in our mix of revenue generated from quick-turn versus standard
lead time production;

o expenditures or write-offs related to acquisitions; and

o expenses relating to expanding our existing manufacturing facilities.

A significant portion of our operating expenses is relatively fixed in
nature and planned expenditures are based in part on anticipated orders.
Accordingly, even a relatively small revenue shortfall would materially decrease
our gross margins. In addition, depending on the patterns in the capital
budgeting and purchasing cycles of our customers and our end-markets served and
the seasonality of the computer industry generally, our sales may be subject to
seasonal fluctuation. Such seasonal trends may cause fluctuations in our
quarterly operating results in the future. Results of operations in any period
should not be considered indicative of the results to be expected for any future
period. In addition, our future quarterly operating results may fluctuate and
may not meet the expectations of investors. If this occurs, our ability to raise
future equity financing from existing or new investors, and our ability to
borrow further under our credit facilities, may be materially adversely
impacted.

BECAUSE WE SELL ON A PURCHASE ORDER BASIS, WE ARE SUBJECT TO UNCERTAINTIES AND
VARIABILITY IN DEMAND BY OUR CUSTOMERS, WHICH COULD DECREASE REVENUE AND
MATERIALLY ADVERSELY AFFECT OUR OPERATING RESULTS.

We sell to customers on a purchase order basis rather than pursuant to
long-term contracts and, consequently, our net sales are subject to short-term
variability in demand by our customers. Customers submitting a purchase order
may cancel, reduce or delay their order for a variety of reasons. The level and
timing of orders placed by our customers vary due to:

o customer attempts to manage inventory;

o changes in customers' manufacturing strategies, such as a decision by a
customer to either diversify or consolidate the number of PCB
manufacturers used or to manufacture their own products internally; and

o variation in demand for our customers' products.

Because we process customer orders on a "quick-turn" basis, we do not
typically have more than a two-week backlog of customer orders at any one time,
and therefore cannot easily predict future revenues. Significant or numerous
terminations, reductions or delays in our customers' orders could materially
adversely impact our operating results. In the event that we do not successfully
address these risks, our business, prospects, financial condition and results of
operations will be materially and adversely affected. Significant or numerous
terminations, reductions or delays in our customers' orders could materially
adversely impact our operating results. In the event that we do not successfully
address these risks, our business, prospects, financial condition and results of
operations will be materially and adversely affected.

OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND THE
RESTRICTIONS IMPOSED BY THE TERMS OF DEBT INSTRUMENTS MAY SEVERELY LIMIT OUR
ABILITY TO PLAN FOR OR RESPOND TO CHANGES IN OUR BUSINESS.

As of August 31, 2003, the total amount outstanding under our credit
facilities ($2.4 million maximum available credit lines) was $1,756,612 and had
$643,388 available under our credit facilities for future borrowing. Subject to
covenant compliance. On November 25, we closed our financial transactions with
Laurus and refinanced all of our existing credit obligations. Under the Laurus
credit facilities our total outstanding credit balance on November 30, 2003 was
approximately $4,000,000. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations and Plan of Operations - Liquidity and
Capital Resources - Laurus Transactions."

Our level of debt could have negative consequences. For example, it could:

o require us to dedicate a substantial portion of our cash flow from
operations to repayment of debt, limiting the availability of cash for
other purposes;

o increase our vulnerability to adverse general economic conditions by
making it more difficult to borrow additional funds to maintain our
operations if we suffer revenue shortfalls;

o hinder our flexibility in planning for, or reacting to, changes in our
business and industry by preventing us from borrowing money to upgrade our
equipment or facilities; and

o limit or impair our ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions or general
corporate purposes.

Our current credit facilities contain negative covenants stipulating that
after an event of default under the credit facility we may not (a) grant any
extension of time for payment of any accounts, (b) settle any accounts

for less than the full amount of the account (c) release any account debtor; or
(d) grant any credits with respect to any account.

IF WE EXPERIENCE EXCESS CAPACITY DUE TO VARIABILITY IN CUSTOMER DEMAND, OUR
GROSS MARGINS MAY FALL.

We generally schedule our quick-turn production facility at less than full
capacity to retain our ability to respond to unexpected additional quick-turn
orders. However, if these orders are not made, we may forego some production and
could experience excess capacity. When we experience excess capacity, our sales
revenue may be insufficient to fully cover our fixed overhead expenses and our
gross margins will fall. Conversely, we may not be able to capture all potential
revenue in a given period if our customers' demands for quick-turn services
exceeds our capacity during that period.

WE ARE IN THE PROCESS OF EXPANDING OUR BUSINESS INTO NEW PRODUCTS AND
SERVICES AND MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER COMPANIES WHO
HAVE BEEN IN THESE BUSINESSES LONGER THAN WE HAVE.

We are in the process of expanding our business operations to include
rigid-flex production operations. We will be competing with companies that have
substantially greater financial and manufacturing resources than we have and who
have been providing these services longer than us. We may not be able to
successfully compete on this basis with more established competitors.

SINCE JULY 2001, WE HAVE EXPANDED OUR OPERATIONS THROUGH CERTAIN
ACQUISITIONS AND WE MAY EXPERIENCE SIGNIFICANT DIFFICULTIES INTEGRATING THESE OR
ANY FUTURE ACQUISITIONS IN EXPANDING OUR BUSINESS.

Between July 2001 and the completion of the Merger, Titan PCB West
consummated several acquisitions, including, acquisition of certain non-real
estate assets of SVPC (which included certain assets that it had acquired from
SVPC Circuit Systems, Inc., and Circuit Systems, Inc.). In February and March
2003, we acquired substantially all of the assets of Eastern manufacturing
Corporation and an interest in Coesen. We have a limited history of owning and
operating our businesses on a consolidated basis. We may not be able to meet
performance expectations or successfully integrate our acquisitions on a timely
basis without disrupting the quality and reliability of service to our customers
or diverting management resources.

IF WE CANNOT SUCCESSFULLY MANAGE EXPANSION OF OUR EXISTING OPERATIONS AND
ANY FUTURE GROWTH, WE WILL EXPERIENCE AN ADVERSE EFFECT ON OUR RESULTS OF
OPERATIONS.

We are expanding our product offerings to include rigid-flex backplane
assemblies. We are also engaged in an ongoing strategy of growth through
acquisition. To manage the expansion of our operations and any future growth, we
will be required to:

o improve existing and implement new operational, financial and management
information controls, reporting systems and procedures;

o hire, train and manage additional qualified personnel;

o expand our direct and indirect sales channels; and

o effectively transition our relationships with our customers, suppliers and
partners to operations under our Titan brand.

OUR STRATEGY OF GROWTH THROUGH ACQUISITION IS INHERENTLY RISKY.

As part of our business strategy, we expect that we will continue to grow
by pursuing acquisitions, assets or product lines that complement or expand our
existing business. We are currently focusing on integrating our acquisitions
made to date and do not have any existing agreements or arrangements relating to
any additional acquisitions. However, our management is regularly evaluating
marketplace opportunities in our industry, including possible asset or share
acquisitions to see if they would fit into our growth strategy.

Our acquisition of companies and businesses and expansion of operations
involve risks, including the following:

o the potential inability to identify the companies best suited to our
business plan;

o the potential inability to successfully integrate acquired operations and
businesses or to realize anticipated synergies, economics of scale or
other expected value;

o difficulties in managing production and coordinating operations at new
sites;

o the potential need to restructure, modify or terminate customer
relationships of the acquired company; and

o loss of key employees of acquired operations.

The occurrence of any one or more of these risks could result in a
material adverse effect on our operations.

OUR STRATEGY OF GROWTH THROUGH ACQUISITIONS MAY RESULT IN DILUTIVE ISSUANCES OF
EQUITY SECURITIES OR THE INCURRENCE OF ADDITIONAL DEBT.

Future acquisitions may be made through the issuance of additional shares
of our capital stock. Holders of our common stock are subject to the risk of
substantial dilution to their interests as a result of any such issuances. In
addition, although we try to avoid any incurrence of indebtedness in connection
with acquisitions, any such incurrence of additional debt by us, in light of our
current high-level of indebtedness, may not be sustainable.

COMPETITION IN THE PCB MARKET IS INTENSE, AND IF WE ARE UNABLE TO COMPETE
EFFECTIVELY, THE DEMAND FOR OUR PRODUCTS MAY BE REDUCED.

The PCB industry is intensely competitive, highly fragmented and rapidly
changing. Although we believe the barriers to entry in the PCB manufacturing
market have historically been relatively high due to the capital and technology
intensive nature of the industry, we believe that the recent recessionary period
in the PCB industry has resulted in the availability of distressed assets and
manufacturing operations at a significant discount from historical cost levels.
We expect competition to continue, which could result in further price
reductions, reduced gross margins and loss of market share. Our principal
competitors include DDI, Cirrexx, Harbor and Tyco. In addition, new and emerging
technologies may result in new competitors entering our market.

MANY OF OUR COMPETITORS HAVE A NUMBER OF SIGNIFICANT ADVANTAGES OVER US.

Many of our competitors and potential competitors have a number of
significant advantages over us, including:

o greater financial and manufacturing resources that can be devoted to the
development, production and sale of their products;

o more established and broader sales and marketing channels;

o more manufacturing facilities worldwide, some of which are closer in
proximity to original equipment manufacturers;

o manufacturing facilities which are located in countries with lower
production costs; and

o greater name recognition.

In addition, these competitors may respond more quickly to new or emerging
technologies, or may adapt more quickly to changes in customer requirements and
may devote greater resources to the development, promotion and sale of their
products than we do. We must continually develop improved manufacturing
processes to meet our customers' needs for complex products, and our
manufacturing process technology is generally not subject to significant
proprietary protection. Furthermore, increased production capacity by our
competitors can result in an excess supply of PCBs, which could also lead to
price reductions. Although we cannot estimate how much excess capacity currently
exists in the PCB manufacturing industry, we believe that there is significant
excess capacity in the industry creating downward pressure on prices for our
products. During recessionary periods in the electronics industry, our
competitive advantages in the areas of providing quick-turn services, an
integrated manufacturing solution and responsive customer service may be of
reduced importance to our customers who may become more price sensitive. This
may force us to compete more on the basis of price and cause our margins to
decline.

WE COMPETE AGAINST MANUFACTURERS IN ASIA WHERE PRODUCTION COSTS ARE LOWER. THESE
COMPETITORS MAY GAIN MARKET SHARE IN OUR MARKET SEGMENT FOR HIGHER TECHNOLOGY
PCBS, WHICH MAY HAVE AN ADVERSE EFFECT ON THE PRICING OF OUR PRODUCTS.

We may be at a competitive disadvantage with respect to price for volume
production when compared to manufacturers with lower cost facilities in Asia and
other locations. We believe price competition from PCB manufacturers in Asia and
other locations with lower production costs may play an increasing role in the
market for volume production. We do not currently have offshore facilities in
lower cost locations, such as Asia. While historically our competitors in these
locations have produced less technologically advanced PCBs, they continue to
expand their technology to include higher technology PCBs. In addition,
fluctuations in foreign currency exchange rates may benefit these offshore
competitors. As a result, these competitors may gain market share in the market
for higher technology PCBs, which may force us to lower our prices, reducing our
revenue, gross profit, and cash flow from operations.

WE RELY ON SUPPLIERS FOR THE RAW MATERIALS USED IN MANUFACTURING OUR PCBS

We currently order the raw materials that we use in the manufacture of
PCBs from a limited number of preferred suppliers. Although we believe that the
materials we use are generally readily available in the open market and numerous
other suppliers of such materials exist, any disruption of the supply of such
raw materials could have a material adverse effect on our operations.

THERE MAY BE SHORTAGES OF RAW MATERIALS WHICH COULD CAUSE US TO CURTAIL OUR
MANUFACTURING OR INCUR HIGHER THAN EXPECTED COSTS.

To manufacture our PCBs, we use raw materials such as laminated layers of
fiberglass, copper foil and chemical solutions which we order from our
suppliers. Although we have preferred suppliers for

most of our raw materials, the materials we use are generally readily available
in the open market and numerous other potential suppliers exist. However, from
time to time manufacturers of products that also use these raw materials
increase their demand for these materials and, as a result, the prices of these
materials increase. During these periods of increased demand, our gross margins
decrease as we have to pay more for our raw materials.

OUR MANUFACTURING PROCESS DEPENDS ON THE COLLECTIVE INDUSTRY EXPERIENCE OF OUR
EMPLOYEES IN OUR INDUSTRY. IF THESE EMPLOYEES WERE TO LEAVE US AND TAKE THIS
KNOWLEDGE WITH THEM, OUR MANUFACTURING PROCESS MAY SUFFER AND WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY.

Except to the extent enjoyed by virtue of our license rights to Coesen's
proprietary HVRFlex Process, we do not have patent or trade secret protection
for our manufacturing process, but instead rely on the collective experience of
our employees in the manufacturing process to ensure we continuously evaluate
and adopt new technologies in our industry. As of November 30, 2003, we had 106
employees, of whom 84 were involved in manufacturing and engineering. Although
we are not dependent on any one employee, if a significant number of our
employees involved in our manufacturing process were to leave our employment and
we were not able to replace these people with new employees with comparable
experience, our manufacturing process may suffer as we may be unable to keep up
with innovations in the industry. As a result, we may not be able to continue to
compete effectively.

WE MAY BE EXPOSED TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BY THIRD PARTIES
WHICH COULD BE COSTLY TO DEFEND, COULD DIVERT MANAGEMENT'S ATTENTION AND
RESOURCES AND, IF SUCCESSFUL, COULD RESULT IN LIABILITY.

The PCB industry is characterized by the existence of a large number of
patents and frequent litigation based on allegations of patent infringement or
other violations of intellectual property rights. In connection with our
acquisition of assets from Eastern Manufacturing Corporation in February 2003,
we were assigned Eastern Manufacturing Corporation's license rights to Coesen's
HVRFlex Process for use in connection with our manufacture of rigid-flex PCBs.
We do not have license rights, patent or trade secret protection for our other
manufacturing processes, and we could be subject to legal proceedings and claims
for alleged infringement by us of third party proprietary rights, such as
patents, from time to time in the ordinary course of business. Although we are
not aware of any infringement proceedings or claims against it, any claims
relating to an alleged infringement, even if not meritorious, could result in
costly litigation and divert management's attention and resources.

OUR BUSINESS MAY SUFFER IF ANY OF OUR KEY SENIOR EXECUTIVES DISCONTINUES
EMPLOYMENT WITH US OR IF WE ARE UNABLE TO RECRUIT AND RETAIN HIGHLY SKILLED
ENGINEERING AND SALES STAFF.

Our future success depends to a large extent on the services of our key
managerial employees, particularly Kenneth L. Shirley, our Chief Executive
Officer; and Stephen Saul Kennedy, our Vice-President-Sales for Titan PCB West.
We have entered into employment agreements with Messrs. Shirley and Kennedy and
other significant employees, however we may not be able to retain our executive
officers and key personnel or attract additional qualified management in the
future. Our business also depends on our continuing ability to recruit, train
and retain highly qualified employees, particularly engineering and sales and
marketing personnel. The competition for these employees is intense and the loss
of these employees could harm our business. In addition, it may be difficult and
costly for us to retain hourly skilled employees. Further, our ability to
successfully integrate acquired companies depends in part on our ability to
retain key management and existing employees at the time of the acquisition.

OUR MANAGEMENT TEAM HAS ONLY RECENTLY BEGUN WORKING TOGETHER AS A COMBINED UNIT,
WHICH COULD MAKE IT MORE DIFFICULT TO CONDUCT AND GROW OUR BUSINESS.

Kenneth L. Shirley, our Chief Executive Officer, President and Chairman of
the Board of Directors, began with us effective December 16, 2003 and was
appointed Chief Executive Officer on January 1, 2004 and President on February
4, 2004. Mr. Daniel Guimond was appointed our Chief Financial Officer in
December 2003. Our executive officers and key employees have not worked together
for very long. If our management team cannot successfully work together, if they
fail to develop a thorough understanding of our business on a timely basis, or
if they prove unable to meet the demands of a public company, it could result in
a material adverse effect on our business, prospects, financial condition and
results of operations.

PCBS THAT WE MANUFACTURE MAY CONTAIN DESIGN OR MANUFACTURING DEFECTS, WHICH
COULD RESULT IN REDUCED DEMAND FOR OUR SERVICES AND LIABILITY CLAIMS AGAINST US.

We manufacture PCBs to our customers' specifications, which are highly
complex and may contain design or manufacturing errors or failures despite our
quality control and quality assurance efforts. Defects in the products we
manufacture, whether caused by a design, manufacturing or component failure or
error, may result in delayed shipments, customer dissatisfaction, or a reduction
or cancellation of purchase orders. If these defects occur either in large
quantities or too frequently, our business reputation may be impaired. Since our
products are used in products that are integral to our customers' businesses,
errors, defects or other performance problems could result in financial or other
damages to our customers, for which we may be legally required to compensate
them. Although our purchase orders generally contain provisions designed to
limit our exposure to product liability claims, existing or future laws or
unfavorable judicial decisions could negate these limitation of liability
provisions. Although we have not yet been subject to any action or suit for
design or manufacturing defects nor received any material complaints alleging
design or manufacturing errors, we can provide no assurances that we will not
receive any such complaints or be sued on such grounds in the future. Product
liability litigation against us, even if it were unsuccessful, would be time
consuming and costly to defend.

OUR FAILURE TO COMPLY WITH THE REQUIREMENTS OF ENVIRONMENTAL LAWS COULD RESULT
IN FINES AND REVOCATION OF PERMITS NECESSARY TO OUR MANUFACTURING PROCESSES.

Our operations are regulated under a number of federal, state and foreign
environmental and safety laws and regulations that govern, among other things,
the discharge of hazardous materials into the air and water, as well as the
handling, storage and disposal of such materials. These laws and regulations
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act, and the Comprehensive Environmental Response, Compensation and
Liability Act, as well as analogous state and foreign laws. Compliance with
these environmental laws is a major consideration for us because our
manufacturing process uses and generates materials classified as hazardous such
as ammoniacal etching solutions, copper and nickel. In addition, because we use
hazardous materials and generate hazardous wastes in our manufacturing
processes, we may be subject to potential financial liability for costs
associated with the investigation and remediation of our own sites, or sites at
which we have arranged for the disposal of hazardous wastes, if such sites
become contaminated. Even if we fully comply with applicable environmental laws
and we are not directly at fault for the contamination, we may still be liable.
The wastes we generate includes spent ammoniacal etching solutions, solder
stripping solutions and hydrochloric acid solution containing palladium; waste
water which contains heavy metals, acids, cleaners and conditioners; and filter
cake from equipment used for on-site waste treatment. We believe that our
operations substantially comply in all material respects with all applicable
environmental laws. However, any material violations of environmental laws by us
could subject us to revocation of our effluent discharge permits. Any such
revocations could require us to cease or limit production at one or more of our
facilities, materially adversely affect our revenue and cause our common stock
price to decline. Even if we ultimately prevail, environmental lawsuits against
us would be time consuming and costly to defend. Environmental laws could also
become more stringent over time, imposing greater

compliance costs and increasing risks and penalties associated with violation.
We operate in environmentally sensitive locations and are subject to potentially
conflicting and changing regulatory agendas of political, business and
environmental groups. Changes or restrictions on discharge limits, emissions
levels, material storage, handling or disposal might require a high level of
unplanned capital investment and/or relocation. It is possible that
environmental compliance costs and penalties from new or existing regulations
may materially adversely affect our business, prospects, financial condition and
results of operations.

OUR MAJOR SHAREHOLDERS CONTROL OUR BUSINESS, AND COULD DELAY, DETER OR PREVENT A
CHANGE OF CONTROL OR OTHER BUSINESS COMBINATION OR FUNCTION.

One shareholder, Irrevocable Children's Trust, holds approximately 54.5%
of our outstanding stock as of November 30, 2003. David Marks, one of our
Directors, is one of two trustees of Irrevocable Children's Trust and has sole
voting and dispositive authority with respect to the shares of stock held by
Irrevocable Children's Trust. By virtue of its stock ownership, Irrevocable
Children's Trust will control all matters submitted to our board and our
stockholders, including the election of directors, and will be able to exercise
control over our business, policies and affairs. Through its concentration of
voting power, Irrevocable Children's Trust could cause us to take actions that
we would not consider absent its influence, or could delay, deter or prevent a
change of our control or other business combination that might otherwise be
beneficial to our stockholders. Additionally, the shares of common stock issued
to each of Forest Home Investors I, LLC ("Forest Home"), Phoenix Business Trust
("Phoenix Trust"), and Irrevocable Children's Trust No.2, are also beneficially
owned by Mr. Marks, increasing his beneficial ownership to approximately 54.8 %
of our outstanding common stock as of November 30, 2003.

THE CURRENT ECONOMIC DOWNTURN OR OTHER DOWNTURNS MAY LEAD TO LESS DEMAND FOR OUR
SERVICES.

As a result of the general slowing of economic activities experienced in
the United States in 2001, 2002 and 2003, existing and potential customers may
delay or cancel new projects resulting in a loss of anticipated demand for our
products. We may experience a similar loss of demand during future economic
downturns, whether in the regions in which we operate, our industry or that of
our customers, or the economy as a whole. Recent terrorism in the United States
and international hostilities may also impact the demand for our services. A
number of other factors, including unfavorable financing conditions for the
industries we serve, could adversely affect our customers and their ability or
willingness to fund capital expenditures in the future. These conditions, either
singly or collectively, could result in lower revenue or slower growth than we
anticipate, and in any of such events, our business, prospects, financial
condition, and results of operations could be materially and adversely affected.

THE LIMITED MARKET FOR OUR COMMON STOCK WILL MAKE ITS PRICE MORE VOLATILE.

No active trading market existed for our common stock prior to the Merger,
and we cannot assure potential investors that a larger market will ever develop
or be maintained. The market for our common stock is likely to be volatile and
many factors may affect the market. These include, for example:

o our success, or lack of success, in marketing our products and services;

o competition;

o governmental regulations; and

o fluctuations in operating results.

The stock markets generally have experienced, and will probably continue
to experience, extreme price and volume fluctuations which have affected the
market price of the shares of many small capital

companies. These fluctuations have often been unrelated to the companies'
operating results. These broad market fluctuations, as well as general economic
and political conditions, may decrease the market price of our' common stock in
any market that develops.

OUR COMMON STOCK IS CONSIDERED TO BE "PENNY STOCK".

Our common stock may be deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Exchange Act. Penny stocks are stocks:

o with a price of less than $5.00 per share;

o that are not traded on a "recognized" national exchange;

o whose prices are not quoted on the Nasdaq automated quotation system;

o in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average
revenue of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder
require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a "penny stock" for the investor's account. We urge potential
investors to obtain and read this disclosure carefully before purchasing any
shares that are deemed to be "penny stock."

Rule 15g-9 promulgated under the Exchange Act requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any "penny stock" to that investor. This procedure
requires the broker-dealer to:

o obtain from the investor information about his or her financial situation,
investment experience and investment objectives;

o reasonably determine, based on that information, that transactions in
penny stocks are suitable for the investor and that the investor has
enough knowledge and experience to be able to evaluate the risks of "penny
stock" transactions;

o provide the investor with a written statement setting forth the basis on
which the broker-dealer made his or her determination; and

o receive a signed and dated copy of the statement from the investor,
confirming that it accurately reflects the investor's financial situation,
investment experience and investment objectives.

Compliance with these requirements may make it harder for investors in our
common stock to resell their shares to third parties. Accordingly, our common
stock should only be purchased by investors who understand that such investment
is a long-term and illiquid investment, and are capable of and prepared to bear
the risk of holding the common stock for an indefinite period of time.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements regarding our plans
and objectives for the future, as well as future revenues, financial resources,
product mix, market demand, and product development. These forward-looking
statements are based on current expectations that involve numerous risks and
uncertainties. Our plans and objectives are based on a successful execution of
our business strategy and are based upon a number of assumptions, including that
there will be no unanticipated material adverse change in our operations or
business. These assumptions involve judgments with respect to, among other
things, future economic, political, competitive, and market conditions, and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Although we believe that
the assumptions underlying our forward-looking statements are reasonable, any of
the assumptions could prove inaccurate. The forward-looking statements included
in this prospectus may prove to be inaccurate. In light of the significant
uncertainties inherent in these forward-looking statements, these statements
should not be regarded as representations by us or any other person that we will
achieve our objectives and plans.

DIVIDEND POLICY

We have never paid cash or other dividends and do not expect to pay any
cash or other dividends in the foreseeable future with respect to the common
stock. Our future dividend policy will depend upon our earnings, capital
requirements, financial condition, and other factors considered relevant by our
Board of Directors. We presently intend to retain any earnings which we may
realize in the foreseeable future to finance our growth. There are no material
restrictions limiting, or that are likely to limit, our ability to pay dividends
on our common stock.

USE OF PROCEEDS

We will receive proceeds upon the due exercise, if any, of the warrants
granted by us exercisable for an aggregate of 950,000 shares of common stock of
up to a maximum of $837,500. We intend to use any such proceeds for working
capital and general corporate purposes.

Further, to the extent that any of our obligations under our credit
facilities with Laurus are converted into, or paid in the form of, shares of our
common stock, we will be relieved of such obligations to the extent of such
conversion or payment.

DILUTION

We are registering the warrants held by Laurus in addition to shares of
common stock already outstanding and held by selling stockholders under this
prospectus. The maximum dilution will be approximately 950,000 shares or
approximately 5.7% of currently outstanding shares.

CAPITALIZATION
(IN THOUSANDS)

The following table sets forth in thousands as of November 30, 2003, our
actual capitalization. This table should be read in conjunction with the
information contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations and Plan of Operations" and the consolidated
financial statements and the notes thereto included elsewhere in this
prospectus.

ACTUAL
(UNAUDITED)
--------

Long-term debt $ 1,590
--------
Stockholders' equity (deficit):
Common stock 16
Additional paid in capital 10,848
Deferred compensation (1,089)
Accumulated deficit (9,789)
--------
Total stockholders' deficit (14)
--------
TOTAL CAPITALIZATION $ 1,576
--------

CONSOLIDATED FINANCIAL INFORMATION
SUMMARY CONSOLIDATED FINANCIAL INFORMATION

STATEMENT OF OPERATIONS DATA:

THREE MONTHS ENDED FISCAL YEARS ENDED
NOVEMBER 30, AUGUST 31, FROM INCEPTION
--------------------------- --------------------------- (MARCH 27, 2001)
TO AUGUST 31,
2003 2002 2003 2002 2001
---------- --------- ---------- --------- ---------------
(UNAUDITED) (UNAUDITED)

Net Sales $3,482 $2,077 $10,205 $8,321 $883
Income (loss) from operations (1,090) (1,057) (6,047) (1,272) 50
Provision for income taxes -- -- -- -- --
Net income (loss) $(1,581) $(1,113) $(6,500) $(1,731) $22
Net income (loss) er share - basic and diluted $(0.10) $(0.15) $(0.52) $(0.26) $0.00
Shares used in computation of net
income (loss) per share 15,823,899 7,428,163 12,398,023 6,615,598 6,600,000

BALANCE SHEET DATA:

AS OF AS OF
NOVEMBER 30, 2003 (UNAUDITED) AUGUST 31, 2003
----------------------------- ---------------

Cash $114 $97
Working capital (deficit)(1) (1,325) (3,574)
Total assets 6,407 5,143
Total current liabilities 4,831 5,773
Total stockholders' deficit $(14) $(1,117)

(1) Defined as total current assets minus total current liabilities.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AND 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 "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

CORPORATE BACKGROUND

We are a fabrication service provider of time sensitive, high tech,
prototype and pre-production PCBs. We provide time-critical, PCB manufacturing
services to original equipment manufacturers, contract manufacturers and
electronic manufacturing services providers. Our prototype PCBs serve as the
foundation in many electronic products used in telecommunications, medical
devices, automotive, military applications, aviation components, networking and
computer equipment. Our focus is on high quality niche Rigid and HVR Flex(TM)
(rigid flex) PCBs 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 value-added price.

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

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

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

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

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

On May 14, 1987, we acquired all of the outstanding common stock of
Woroner Technology through an exchange of our common stock pursuant to an
Agreement and Plan of Merger. We succeeded to the business operations of Woroner
Technology and were subsequently involved in the manufacturing

and sale of these products in military and consumer markets until 1990, when
these operations proved to be unsuccessful and were discontinued.

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

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

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 PCB West acquired certain
system integration division assets out of bankruptcy from creditors of Paragon
Electronic Systems, Inc.

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

On August 6, 2002, Titan PCB West acquired certain intangible assets
contributed by Louis George, a former executive officer and director, in
exchange for 50,000 shares of Titan PCB West 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 PCB West through an exchange of our common stock
pursuant to an Agreement and Plan of Merger. In connection with the Merger, our
fiscal year was also changed from June 30 in each year to August 31 in each
year.

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

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

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

Upon the effectiveness of the Merger, the former executive officers
resigned from their respective positions with us and the executive officers of
Titan PCB West were duly elected as their successors as

follows: David M. Marks became our Chairman of the Board, and Louis J. George
became our President, Chief Executive Officer and Acting Treasurer. Mr. George
has since resigned from all of his positions with the Company and Mr. James E.
Patty became our President and Chief Executive Officer as of February 21, 2003.
Mr. Marks resigned as Chairman of the Board on May 13, 2003 and Mr. Ciri was
appointed the new Chairman. Mr. Patty resigned as President and Chief Executive
Officer effective July 29, 2003 and Mr. Ciri was appointed as our Chief
Executive Officer until January 1, 2004 when Mr. Shirley was appointed our new
Chief Executive Officer. Mr. Andrew Glashow was appointed as our President,
effective July 29, 2003 and resigned effective January 31, 2004. Mr. Ciri
resigned as Chief Executive Officer effective December 31, 2003, but remains as
Chairman of the Board. Our directors immediately prior to the effectiveness of
the Merger irrevocably resigned effective as of the close of business on
September 15, 2002.

Messrs. Jacobs and Weisberg resigned as directors, and Mr. George resigned
as a director and from his position as our President and Chief Executive
Officer, in each case effective on or around January 10, 2003, at which time Mr.
George was appointed Managing Director of Operations for California, a position
from which he later resigned as of April 15, 2003.

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

Upon the effectiveness of the Merger, we commenced the Private Placement
pursuant to which we sold 2,792,567 shares of common stock in the Private
Placement for net proceeds of $1,990,516. We also issued 332,557 as a company
self imposed penalty on the timing of the registration of these shares. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations and Plan of Operations - Liquidity and Capital Resources."

On February 27, 2003, through our wholly-owned subsidiary Titan PCB East,
we acquired certain assets of Eastern Manufacturing Corporation, for
approximately $513,160 in a foreclosure sale from Eastern Manufacturing
Corporation's secured lender Eastern Bank. The results from Eastern
Manufacturing Corporation's operations have been reflected in our financial
statements from the date of acquisition. No goodwill resulted from this
acquisition. For more information concerning the acquisition of assets from
Eastern Manufacturing Corporation, see Note 3 under "Mergers and Acquisitions"
to the consolidated financial statements.

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

of our Directors, was elected to the Board of Directors of Coesen Inc. and Mr.
Doane resigned as a director of Coesen Inc. In addition, Mr. Doane and the two
other stockholders of Coesen Inc. entered into a stockholders agreement with
Coesen Inc. dated as of March 5, 2003 pursuant to which they agreed not to take
actions not in the ordinary course of business without our prior written
consent.

Management has devoted substantial time since the Merger to the
integration and reorganization of our various business units. We anticipate that
this integration and reorganization of our business will continue to require
substantial management resources for much of the second and third quarters of
our fiscal year ending August 31, 2004 and that, as a result, we may not realize
the anticipated economies of scale and scope, as well as the attendant
improvements in our operating results, until possibly the next fiscal year.

For the year ended August 31, 2003 and 2002, ten customers accounted for
30% and 41% of our sales, respectively. As of August 31, 2003, we had a working
capital deficit of $3,574,211 and an accumulated deficit of $8,208,979. We
generated sales of $10,204,672 and $8,321,292 for the years ended August 31,
2003 and 2002, respectively and incurred net losses of $6,500,428 and
$1,730,801, respectively. In addition, during the years ended August 31, 2003
and 2002, net cash used in operating activities was $2,564,005 and $539,868.

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

PLAN OF OPERATIONS

Our business strategy is to:

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

o to aggressively market specialty manufacturing services for time
sensitive, high-tech prototype and pre-production Rigid and HVR FlexTM
(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;

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

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

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

o to acquire manufacturing facilities that have military certification or
add value to our current time-sensitive manufacturing service business;
and

o to develop and continuously improve fabrication and sales processes in
order to improve margins and competitive pricing.

We plan to add 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 revenues.

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

ACCOUNTING PRINCIPLES; ANTICIPATED EFFECT OF GROWTH

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

We recognize sales upon shipment to our customers. We record net sales as
our gross sales less an allowance for returns. As of November 30, 2003, we had
approximately 360 customers. We provide our customers a limited right of return
for defective PCBs and record an allowance against gross revenues for estimated
returns at the time of sale based on our historical results. Because our
customers quickly test the PCBs we manufacture for them, the majority of returns
for defects occur within the first 15 days following shipment. At November 30,
2003, we provided an allowance for returns of $24,000. Actual returns may differ
materially from our estimates, and revisions to the allowances may be required
from time to time.

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

We expect sales to grow as we develop our reputation in our target market
and as a result of our move to our facility in Fremont, California and the
re-opening of our newly acquired facility in Amesbury Massachusetts. Management
anticipates fluctuations in production as operations will be disrupted and in
flux for a short period of time in connection with our move to Fremont, our
re-opening of the Amesbury, MA facility, and as we establish our reputation,
quality processes, and acquire certification with customers and certification
agencies on both coasts as well as new customers across the US. Additional
acquisitions will also increase sales as well as cause disruption as facilities,
employees, and processes are integrated. We expect 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 we
serve and the electronics industry in general. The current uncertainty regarding
the level and timing of an economic recovery in our product markets and
volatility in our customer forecasts continue to make our forecasting less
reliable than in prior periods.

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

Through May 2004, we anticipate that our primary source of sales will be
from rigid bare-board manufacturing that provides time sensitive, high
technology, and superior quality PCB's to the electronics industry at a
competitive price. We are focused on higher layer counts and finer line
production. Our 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 our
success, current and future, will be to service those customers who need time
sensitive delivery of low to medium production runs with high quality and
superior design and customer service interface.

In the future, 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
our target market.

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

Based upon our plan of operations, we anticipate that our cost of sales
will increase as our sales increase, but that cost of sales as a percentage of
net sales shall generally decrease for a period of time as our sales increase.
We believe that the amount of the decrease of this percentage over the next
several fiscal periods will be dependent in large part upon the source of the
increase in sales. For example, an increase in our penetration in the existing
market for our goods and services will permit us to increase sales at a low cost
in part by causing us to utilize a greater portion of our existing manufacturing
capacity, an expense which we already incur. On the other hand, an increase in
our sales attributable to our 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 our 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 our
business is continually changing with regard to the type of product produced, we
plan to implement broader use of production systems to control the overtime in
production as well as the use of materials in production. We anticipate that
these systems will assist in the pricing of its products with the objective to
be more competitive and profitable in our target market.

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

Our operating expenses for the years ended August 31, 2003 and August 31,
2002 are comprised of marketing, general and administrative, restructuring
costs, and costs related to mergers and acquisitions, as well as the cost of
developing operating facilities. All restructuring costs and costs related to
mergers and acquisitions, as well as the cost of developing operating facilities
and moving costs incurred have been accounted for in the fiscal years ended
August 31, 2003 and 2002.

Selling and marketing expenses consist primarily of salaries and
commissions paid to our internal sales team, commissions paid to independent
sales representatives and costs associated with advertising and marketing
activities. We expect our selling and marketing expenses to fluctuate as a
percentage of

sales as we add new personnel, develop new independent sales representative
channels and advertise our products and company.

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

General and administrative expenses include all corporate and
administrative functions that serve to support our current and future operations
and provide an infrastructure to support future growth. Major items in this
category include management and staff salaries and benefits, travel, network
administration and systems/data processing, training, rent/leases and
professional services. We expect these expenses to increase as a requirement of
operating as a public company and we further expect these expenses to fluctuate
as a percentage of sales as we expand our business. We intend to expand our
customer and sales support operation in order to support the increased
complexity and volume of our PCB business and our anticipated use of indirect
sales. We do not expect a material increase in sales and marketing expense that
is not consistent with an increase in sales over a reasonable period of time. We
anticipate our 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.

For the years ended August 31, 2003 and 2002, restructuring costs included
loss on disposal of SID and write-off of capitalized cost related to this
product line while merger costs related primarily to professional and consulting
cost in connection with the Ventures/Titan merger. The Company also incurred
costs in relation to moving its manufacturing and assembling plants. As a part
of our business strategy we will continue to seek additional acquisitions.
Therefore, we anticipate incurring merger costs in the future.

Interest expense, including finance charges, related primarily to our
$640,000, 24% note used for the purchase of EMC, an accounts receivable and
inventory line of credit with an entity owned by a former member of our board of
directors, an accounts receivable line of credit, and a term loan secured by the
equipment of Titan PCB East. We expect interest expenses to decrease
significantly as a result of the refinancing with Laurus Funds.

RESULTS OF OPERATIONS

The following table sets forth income statement data for the years ended
August 31, 2003 and 2002 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 prospectus.

FOR THE THREE MONTHS FOR THE YEAR
ENDED NOVEMBER 30, ENDED AUGUST 31,
--------------------- ----------------
2003 2002 2003 2002
(UNAUDITED) (UNAUDITED)
--------- --------- ----- -----

Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 89.0 94.6 94.0 85.1
Gross Profit 11.0 5.4 6.0 14.9
Operating Expenses:
Sales and Marketing 9.9 12.0 12.1 10.2
General and Administrative 32.4 44.3 39.5 14.9
Merger Costs -- -- 6.4 5.1
Restructuring Costs -- -- 5.7 --
Costs of moving manufacturing plants -- -- 1.6 --
Total Operating Expenses 42.3 56.3 65.3 30.2
Operating Loss (31.3) (50.9) (59.3) (15.3)
Interest Expense (19.9) (2.7) (5.5) (5.8)
Miscellaneous 5.8 -- 1.1 0.3
Net loss (45.4) (53.6) (63.7) (20.8)

THREE MONTHS ENDED NOVEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED
NOVEMBER 30, 2002 NET SALES

Sales increased by $1,405,000 or 67.7% from $2,077,000 in the three months
ended November 30, 2002 to $3,482,000 in the three months ended November 30,
2003. This increase resulted primarily from the sales achieved from our
acquisition of Eastern Manufacturing Corporation ("EMC"), which occurred in
February 2003. The sales from this new division totaled $1,363,000. This was
supplemented by an increase of $42,000 in our West operations. We expect sales
in subsequent quarters to increase as we have seen bookings continually increase
and have achieved an increase in our book to ship ration.

COST OF SALES

Cost of sales increased $1,136,000, or 57.8% from $1,965,000 in the three
months ended November 30, 2002 to $3,101,000 in the three months ended November
30, 2003. As a percentage of sales, these costs decreased from 94.6% in the
three months ended November 30, 2002 to 89.0% in the three months ended November
30, 2003. The decrease in cost of sales resulted from a greater gross margin
received from products sold, partially offset by higher overhead costs
associated with the EMC acquisition mentioned above.

GROSS PROFIT

Gross profit increased by $269,000 or 242.2%, from $112,000 in the three
months ended November 30, 2002 to $381,000 in the three months ended November
30, 2003. The increase in gross profit resulted primarily form the higher margin
products being shipped from the West and gross margin generated from PCB East.
In the West, most of our products are quick turn (3 - 5 business day turnaround)
and as such normally carry higher margins. The material costs in these products
decreased from 33.2% in the three months ended November 30, 2002 to 24.8% in the
three months ended November 30, 2003.

OPERATING EXPENSES

Sales and marketing expenses increased by $95,000, or 38.3%, from $248,000
in the three months ended November 30, 2002 to $343,000 in the three months
ended November 30, 2003. As a percentage of revenue, sales and marketing expense
decreased from 12.0% of sales in the three months ended November 30, 2002 to
9.9% of sales in the three months ended November 30, 2003. The dollar increase
was due to the addition of sales personnel in our West division as well as
additional sales personnel acquired with the purchase of EMC.

General and administrative expenses increased by $207,000 or 22.5%, from
$910,000 in the three months ended November 30, 2002 to $1,128,000 in the three
months ended November 30, 2003. This increase was due to the amortization of
deferred compensation of $485,000, the additional operating costs generated from
the PCB East division of $196,000, charges from our largest shareholder for a
consulting contract that was terminated and rent for the Santa Clara facility
that we have vacated, offset by a decrease in merger costs and setup of the SID
product-line of $613,000 in 2002.

INTEREST EXPENSE

Interest expense increased by $635,000, or 1114.0%, from interest expense
of $57,000 in the three months ended November 30, 2002 to $692,000 in the three
months ended November 30, 2003. As a percentage of revenue, interest expense
increased from 2.7% in the three months ended November 30, 2002 to 19.9% in the
three months ended November 30, 2003. In the three months ended November 30,
2003, interest expense relates primarily to the following: amortization of the
remaining balance on the discount issued as part of the 24% notes, additional
costs associated with one of our prior revolving A/R credit lines, and a short
term interest loan, and the inclusion of a non-cash stock-based expense of
$414,000 incurred primarily as a result of the issuance of stock for interest
expense described under "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources". We
anticipate the amount of interest expense to fluctuate as a percentage of
revenue based on the timing and amounts borrowed under our line of credit and
other credit facilities we may enter into from time to time.

OTHER INCOME/(EXPENSE), NET

Miscellaneous income increased by $200,000 from $1,000 in the three months
ended November 30, 2002 to $201,000 in the three months ended November 30, 2003.
This increase was primarily attributable to a gain on debt extinguishments of
$349,000 offset by fees paid in relation to the payoff of the loans with Alco
and Equinox.

YEAR ENDED AUGUST 31, 2003 COMPARED TO THE YEAR ENDED AUGUST 31, 2002

SALES. Sales increased by $1,883,380 or 22.6% from $8,321,292 in the year
ended August 31, 2002 to $10,204,672 in the year ended August 31, 2003. This
increase resulted primarily from the sales achieved in our latest acquisition of
Eastern Manufacturing Corporation of $2,402,615. This was offset by a decrease
in average pricing as a result of product mix changes, competitive pressures on
pricing for both

quick-turn and volume orders resulting from the overall decline in the
electronics industry, and a lower level of premium revenue. While we see some
stabilization in pricing as competitors are unable to effectively compete and
are being forced to close, we expect this situation to continue for the near
future. As a result of a smaller number of competitors, we are currently
experiencing a rebound in sales orders.

COST OF SALES. Cost of sales increased $2,508,350, or 35.4%, from
$7,079,941 in the year ended August 31, 2002 to $9,588,291 in the year ended
August 31, 2003. The increase in cost of sales resulted from a greater number of
PCBs sold, process inefficiencies, and an increase in labor costs primarily due
to inefficiencies incurred during the transition between the new facility in
Fremont and the facility in Santa Clara and the opening of the Amesbury, MA
facility. During the first part of the year gross margins on our products did
not meet our expected level and we have adapted our pricing accordingly and
expect to achieve higher gross margins in the future. As a percentage of sales,
cost of sales increased from 85.1% of sales in the year ended August 31, 2002 to
94.0% of sales in the year ended August 31, 2003. Such increase was caused by
the reduction of prices for the PCBs as well as the reasons described above, the
inefficiencies that we experienced in our acquisition of EMC in February 2003.
and the increase in labor and inefficiencies that we experienced in relocating
our California manufacturing facilities from Santa Clara to Fremont. We believe
we have identified and fixed most of the inefficiencies in our EMC division and
expect the division to begin to be profitable in the first half of fiscal 2004.
We also have successfully completed the transition of our California
manufacturing facilities from Santa Clara to Fremont.

GROSS PROFIT. Gross profit decreased by $624,970 or 50.3%, from $1,241,351
in the year ended August 31, 2002 to $616,381 in the year ended August 31, 2003.
The decrease in gross profit resulted primarily from a greater volume of PCBs
produced at decreased prices as well as the increased labor costs primarily due
to inefficiencies incurred during the transition between the new facility in
Freemont and the facility in Santa Clara, and inefficiencies in process
management especially in our newly acquired division. Our gross profit was 14.9%
of sales in the year ended August 31, 2002 compared to 6.0% of sales in the year
ended August 31, 2003. The impact of the increases in sales was also mitigated
by various costs relating to materials, production personnel, production
processes and overhead expenses not in place in the preceding comparable period.
We expect our gross profit to fluctuate as a percentage of sales based on the
demand from our customers which affects our costs and volatility in prices we
charge our customers due to intense competition in the PCB industry.

SALES AND MARKETING. Sales and marketing expenses increased by $384,363,
or 45.1%, from $851,444 in the year ended August 31, 2002 to $1,235,807 in the
year ended August 31, 2003. As a percentage of sales, sales and marketing
expense increased from 10.2% of revenue in the year ended August 31, 2002 to
12.1% of sales in the year ended August 31, 2003. This increase was primarily
due to the addition of sales personnel in fiscal year 2003 in our California
location as well as the additional sales personnel upon the acquisition of EMC.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $2,792,888 or 224.9% from $1,241,777 in the year ended August 31, 2002
to $4,034,665 in the year ended August 31, 2003. These expenses mainly increased
as a result of the personnel and associated benefits and expenses of our new
East coast facility in Amesbury, MA ($672,330) as well as costs associated with
our initial year of our being a public company and the promotion and exposure
associated therewith such as professional fees. These expenses also included
expenses incurred by our largest shareholder on our behalf. The Company also
paid rent and other administrative expenses for both the Santa Clara building
and Fremont building during the transition period of the move.

RESTRUCTURING COSTS. Restructuring costs included expenses for setup and
eventual sale of our SID product-line of $579,456.

MERGER COSTS. During the year ended August 31, 2003, the Company incurred
merger costs of $649,139 or 6.4% of sales as compared to $420,611 or 5.1% of
sales in the year ended August 31, 2002. These merger costs related to the
Ventures/Titan merger and included the cost of merger-related

consulting services paid through issuance of Company stock and professional
fees. As part of our business strategy we will continue to seek additional
acquisitions. Therefore, we anticipate incurring merger-related costs in the
future.

COSTS OF MOVING MANUFACTURING PLANTS. During the year ended August 31,
2003, the Company incurred $164,512 dealing with cost related to our move of our
manufacturing and assembling plants from Santa Clara, California to Fremont,
California.

INTEREST EXPENSE. Interest expense, including amortization of loan fees
and financing cost in the year ended August 31, 2003, increased by $81,490, or
16.8%, from interest expense of $484,487 in the year ended August 31, 2002 to
$565,977 in the year ended August 31, 2003. As a percentage of sales, interest
expense decreased from 5.8% in the year ended August 31, 2002 to 5.5% in the
year ended August 31, 2003. In the year ended August 31, 2003, interest expense
relates primarily to interest expense associated with our 24% $640,000 principal
amount of private placement promissory notes (the "Notes") which carried
$240,000 stock value issuance as financing cost which is being amortized over
the one-year life ($105,965 expensed during the year ended August 31, 2003) and
our credit facilities with Alco Financial Services ("Alco") and Equinox Business
Credit Corp. ("Equinox") described below. The Notes were primarily issued to
facilitate our purchase of EMC in February 2003. We anticipate retiring these
24% promissory notes in December 2003. Interest expense in the year ended August
31, 2002 primarily related to a real estate loan of approximately $3,349,000,
factoring of our accounts receivable and, to a lesser degree, interest expense
from lease obligations and a $100,000 renewal fee on our term loan. We
anticipate interest expense, thereafter, to fluctuate as a percentage of revenue
based on the timing and amounts borrowed under our line of credit and other
credit facilities we may enter into from time to time.

OTHER INCOME AND EXPENSE, NET. Other income and expense, net increased by
$86,580 or 330.9%, from $26,167 in the year ended August 31, 2002 to $112,747 in
the year ended August 31, 2003. This increase was primarily attributable to gain
on the settlement of payables for professional fees with warrants issued in the
fiscal year ended August 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

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

On November 20, 2003, we entered into a Security Agreement (the "Security
Agreement") with Laurus Master Fund, Ltd. ("Laurus"), pursuant to which we may
borrow from Laurus such amount as shall equal 85% of our eligible accounts
receivable as prescribed by the terms of the Security Agreement up to a maximum
of $4,000,000. Pursuant to the Security Agreement, we issued to Laurus a (i)
Secured Revolving Convertible Note (the "Revolving Note") in the principal
amount of up to $2,500,000 and (ii) Secured Convertible Minimum Borrowing Note
(the "Initial Minimum Borrowing Note" and together with any other Minimum
Borrowing Notes issued under the Security Agreement, the "Minimum Borrowing
Notes") in the original principal amount of $1,500,000. Additional Minimum
Borrowing Notes shall be issued as and when the Company is eligible and elects
to make additional borrowings under the Revolving Note. As November 30, 2003, we
had borrowed an aggregate of approximately $2.1 million under the Security
Agreement.

share for any additional shares of Common Stock acquired thereunder. The First
Warrant expires on November 20, 2010 and has a cashless exercise provision.

Also on November 20, 2003, we entered into a Securities Purchase Agreement
(the "SPA") pursuant to which we issued and sold to Laurus (i) a Convertible
Term Note (the "Convertible Term Note", together with the Revolving Note, the
Minimum Borrowing Notes, the "Notes") in the principal amount of $2,100,000 and
(ii) a warrant (the "Second Warrant", and together with the First Warrant, the
"Warrants") to purchase up to 350,000 shares of Common Stock having an exercise
price of $0.83 per share for the first 200,000 shares of Common Stock acquired
thereunder, $0.90 per share for the next 100,000 shares of Common Stock acquired
thereunder, and $0.97 per share for any additional shares of Common Stock
acquired thereunder. The Second Warrant expires on November 20, 2010 and has a
cashless exercise provision.

On January 12, 2004, Laurus extended additional funds to us in an
aggregate amount of $300,000 (the "Overadvance"), as an overadvance pursuant to
the terms of the Security Agreement. Effective as of January 8, 2004, and in
partial consideration for the Overadvance, we amended the terms of the Notes to
reduce the fixed conversion price under each of the Notes from $0.77 to $0.60.
As of January 8, 2004, the aggregate amount outstanding under the Convertible
Term Note was $2,117,806 and the aggregate amount outstanding under the
Revolving Note was $2,305,475. On February 25, 2004, we again amended the terms
of the Notes to reduce the fixed conversion price under each of the Notes from
$0.60 to $0.40.

Each of the Notes accrues interest at a rate per annum equal to the
greater of (i) the prime rate published in The Wall Street Journal plus three
(3%) percent and (ii) seven (7%) percent, subject to possible downward
adjustment if (x) we shall have registered the shares of our Common Stock
underlying the conversion of such Note and the related Warrant, and (y) the
volume weighted average price of the Common Stock as reported by Bloomberg, L.P.
on the principal market for any of the trading days immediately preceding an
interest payment date under such Note exceeds the then applicable Fixed
Conversion Price by twenty five (25%) percent, in which event the interest rate
for the succeeding calendar month shall automatically be reduced by twenty five
(25%) percent. The first payment under the Notes is due 90 days from the issue
date thereof. Each of the Notes has a maturity date of November 20, 2006.

The outstanding principal and accrued interest under each Notes was
initially convertible, at the holder's option, into shares of our Common Stock
at a conversion price equal to $0.77 per share, which was amended to $0.60
retroactively to the date of the agreement and further amended to $0.40
effective as of February 25, 2004 (the "Fixed Conversion Price"), subject to
certain adjustments upon reclassifications, stock splits, combinations, stock
dividends and similar events as well as downward adjustment upon an issuance of
shares of Common Stock by the Company at a price per share below the then
current Fixed Conversion Price, upon which issuance the Fixed Conversion Price
shall be adjusted to equal such lower issue price (subject to certain exceptions
set forth in the Notes).

Each Note may be prepaid by us in cash by paying to the holder 115% of the
principal and related accrued and unpaid interest thereon being prepaid. In
addition, the Convertible Term Note may be prepaid at our option in shares of
Common Stock if and to the extent the average closing price of the Common Stock
is greater than 110% of the Fixed Conversion Price for at least 5 consecutive
trading days, subject to certain limitations.

Our obligations under the Security Agreement, SPA and the Notes are
secured by a pledge by us of shares representing 100% of the share capital of
our wholly-owned subsidiaries Titan PCB East, Inc. and Titan PCB West, Inc.
(collectively, the "Subsidiaries"), a guaranty of such obligations by each of
the Subsidiaries, and the grant of a security interest by each of the
Subsidiaries in their respective assets.

Laurus shall not be entitled to be issued shares of Common Stock in
repayment of any portion of the Notes or upon exercise of either of the Warrants
if and to the extent such issuance would result in

Laurus and its affiliates beneficially owning more than 4.99% of the issued and
outstanding Common Stock upon such issuance, unless Laurus shall have provided
at least 75 days' prior written notice to us of its revocation of such
restriction.

As of November 30, 2003, we had borrowed a total of approximately $4.0
million from Laurus, of which approximately $3.0 million was used to repay
outstanding indebtedness, $260,000 was used to pay transaction fees relating to
the borrowing facility, approximately $250,000 was used to satisfy outstanding
trade payables, and and the remaining $490,000 was used as working capital for
the Company.

We will require additional financing in order to implement our business
plan. We currently anticipate capital expenditures of at least $1.3 million
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. 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. In addition, as our results may be negatively impacted and thus
delayed as a result of political and economic factors beyond our control,
including the war in the Middle East and its impact on the high technology
market and the economy in general, our capital requirements may increase.

The following factors, among others, could cause actual results to differ
from those indicated in the above forward-looking statements: pricing pressures
in the industry; the loss of any of our major customers; a downturn in the
economy in general or in the technology sector; a further decrease in demand for
electronic products or continued weak demand for these products; significant
changes or problems in our manufacturing facilities; our ability to attract new
customers; our ability to reduce costs, including those associated with our
restructuring plan; 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, 2002, net cash used by operations
was $410,000 while in the three months ended November 30, 2002 cash used in
operating activities was $1,643,000, an increase of $1,233,000. This increase
was primarily the result of an increase in net receivables and working capital
improvement.

In the year ended August 31, 2002, net cash used in operations was
$539,868 while in the year ended August 31, 2003 we used net cash of $2,564,005
in operating activities, an increase of $2,024,137. This increase was caused, in
part, primarily by an increase in net losses of $4,769,627.

In the year ended August 31, 2003, we used $744,264 for the purchase of
fixed assets compared to $620,417 used for the purchase of fixed assets in the
year ended August 31, 2002, an increase of $123,847, or 20.0%. We acquired
equipment to outfit our new facility in Fremont, California and expect to expend
additional funds to obtain other necessary equipment for both of our
subsidiaries. On February 27, 2003, we purchased substantially all of the assets
of Eastern Manufacturing Corporation ("EMC") for $513,160. In separate
transactions, we purchased $50,000 of accounts receivable of EMC in February
2003 and on March 5, 2003, we purchased a 33.3% interest in Coesen Inc. (the
company holding the patent for the HVR Flex(TM) process).

In the three months ended November 30, 2003, we utilized $104,000 for the
purchase of fixed assets compared to $138,000 used for the purchase of fixed
assets in the three months ended November 30, 2002, a decrease of $34,000, or
24.6%.

For the three months ended November 30, 2003, we received a total of
$667,000 from the exercise of warrants by certain consultants.

Upon the effectiveness of the Merger, we commenced the Private Placement,
initially of units (each a "Unit"), each Unit being comprised of one share of
our common stock and a 5 year warrant to purchase one share of our common stock
at an exercise price of $1.50 per share. Effective October 28, 2002, we amended
the offering structure to provide for, among other things, the offering of
shares of common stock (without common stock purchase warrants) at $0.75 per
share, reduced from its previous offering price of $1.50 per Unit (the
"Repricing"). Each investor in the Private Placement who had purchased Units
prior to October 28, 2002 was provided an opportunity to rescind its purchase
and receive a refund of their purchase when the terms of the offering were
amended. None of the investors availed themselves of the refund offer, instead,
those investors agreed to surrender their rights to Units and to apply their
respective investment amounts toward the purchase of shares of common stock at
$0.75 per share. During the year 2003, we sold 2,792,567 shares of common stock
in the Private Placement for net proceeds of $1,990,516. We also issued 332,557
shares as a Company self imposed penalty on the timing of the registration of
these chares. We used the majority of the proceeds of the Private Placement,
after deducting fees and expenses related to the Private Placement, for general
working capital needs and the build-out of new facilities. Fees and expenses
related to the Private Placement included $113,905 paid to R. F. Lafferty and
Co., Inc., and $30,000 paid to Berry-Shino Securities in consideration of their
assistance with the Private Placement. These costs were paid out of the proceeds
received from the Private Placement.

During the year ended August 31, 2003, we increased our borrowings under
our credit agreement with Alco, an entity owned by a former member of our Board
of Directors, by $257,875. Under the terms of the agreement, we can borrow up to
the sum of (1) 80% of the net face amount of Titan's eligible accounts
receivable, plus (2) the lesser of (i) $100,000 or (ii) 50% of the eligible
inventory. Also during the year ended August 31, 2003, we repaid obligations
from notes, loans and capital lease obligations totaling $148,493. During the
second quarter 2003, Titan PCB East entered into a promissory note agreement
with several individual lenders for $640,000. The note was subsequently assigned
to, and assumed by, Titan PCB West. We received financing of $801,797 through
short-term and long-term debt in addition to the ALCO agreement. In the year
ended August 31, 2002, we received note and loan

proceeds of $367,370 and repaid $264,309 of those obligations, and we also
received $200,000 loan from a related party to finance our day-to-day
operations. During the year ended August 31, 2003, as a result of the Merger,
$2,144,146 in loans and notes were converted to equity.

Under the terms of our agreement with Alco, we can borrow up to the sum of
(1) 80% of the net face amount of our eligible accounts receivable, plus (2) the
lesser of (i) $100,000 or (ii) 50% of the eligible inventory. Borrowings under
the loan agreement incur interest charges at a rate equal to the greater of (a)
3.5% over the prime rate or (b) interest rate at the date of the loan agreement
(June 28, 2002), and matures on June 28, 2005. This loan is subject to a loan
fee of $24,000 for one year and a minimum monthly interest charge of $7,500, and
it is secured by the accounts receivable and inventory of Titan. As of August
31, 2003, the balance of the loan was $1,005,639. Under our agreement with Alco,
after an event of default under the credit facility we may not (a) grant any
extension of time for payment of any accounts, (b) settle any accounts for less
than the full amount of the account (c) release any account debtor; or (d) grant
any credits with respect to any account. we are subject to certain restrictions
and covenants.

On February 27, 2003, through our subsidiary, Titan PCB East, we acquired
substantially all of the assets of Eastern Manufacturing Corporation, for
approximately $513,160 in a sale from Eastern Manufacturing Corporation's
secured lender, Eastern Bank. The acquired assets included equipment,
work-in-progress, inventory, technology, technology and patent licenses and
customer lists. In connection with this acquisition, we were assigned Eastern
Manufacturing Corporation's rights under a license agreement with Coesen Inc.,
to manufacture PCBs using the HVR Flex(TM) Process. We also entered into a lease
for the facility in Amesbury, Massachusetts, previously leased by Eastern
Manufacturing Corporation. We financed the acquisition of Eastern Manufacturing
Corporation's assets through the issuance and sale on February 27, 2003 of
secured promissory notes by Titan PCB East to a limited number of accredited
investors in a private placement. The promissory notes have an aggregate face
amount of $640,000, bear interest at the rate of 24% per annum, payable
quarterly, and have an expiration date of February 27, 2004. The promissory
notes are secured by the equipment assets of Titan PCB West and an option to
purchase real estate held by Titan PCB East. We expect to repay the promissory
notes with the proceeds from the issuance of other short-term promissory notes
with more favorable terms. In connection with the issuance of the promissory
notes, the investors were issued an aggregate of 320,000 shares of common stock,
pro rata according to their respective investment amounts.

On May 9, 2003, we entered into a loan and security agreement (the
"Equinox Agreement") with Equinox, and paid a loan fee of $19,000 which was
expensed during the year. Under the terms of the Equinox Agreement, we can
borrow up to the sum of (1) 70% of the net face value of the Titan PCB East
Inc.'s eligible accounts receivable, plus (2) $400,000 against the eligible
property and equipment. The Equinox Agreement carries an interest rate of the
greater of (a) 3.5% over the prime rate, which is defined as the prime rate
stated on the Wall Street Journal, (b) interest rate at the date of the loan
agreement, 8.25% or (c) a minimum monthly interest charge of $7,500. The
Agreement matures on June 28, 2003 and is secured by all accounts receivable and
inventory of the Titan PCB East, Inc. We are subject to certain restrictions and
covenants under the Agreement. The outstanding principal balance outstanding
under the Equinox Agreement was $750,973 at August 31, 2003 of which $346,421
were included in lines of credit and $404,552 were included in long-term debt.

We expect to significantly increase our manufacturing capacity in the
first half of calendar 2004 as a result of our move to our leased facility in
Fremont, California, our acquisition of assets from EMC and our entry into a new
lease for the manufacturing facility in Amesbury, Massachusetts that was
formerly leased by EMC. In connection with this capacity increase, we anticipate
improved production and process utilization once all systems are in place,
upgraded and operating within expected range at these two facilities. Once
completed, we expect these expansion projects to increase production capacity
and we anticipate that at such time our company will support production of rigid
and rigid-flex PCBs.

Our planned capacity expansions involve risks. We may encounter
construction delays, equipment delays, supplier delays, manufacturing problems,
process inefficiencies, labor shortages or disputes and production start-up
problems that could prevent us from meeting our customers' delivery schedules.
We expect to incur new fixed operating expenses associated with our expansion
efforts, including increases in depreciation expenses and lease expenses. The
current unfavorable economic conditions affecting major customers or the
electronics industry in general may affect our ability to successfully utilize
our additional manufacturing capacity in an effective manner. If our revenues do
not increase sufficiently to offset increased expenses, our operating results
may be adversely affected.

CONTRACTUAL OBLIGATIONS

The following table presents the Company's contractual obligations as
of November 30, 2003 over the next five years and thereafter:

Payments by Period
-------------------------------------------------------------------
Less than
Contractual Obligations Amount one year 1-3 years 4-5 years After 5 years
---------- ---------- ---------- ---------- -------------

Employment Agreements $677,188 $222,188 $280,000 $175,000 $ --
Long-Term Debt 2,758,828 676,283 1,955,272 127,273 --
Operating Leases 1,951,678 250,772 669,055 847,157 184,694
Short Term Agreements 18,487 18,487 -- -- --
---------- ---------- ---------- ---------- --------
Total Contractual
Cash Obligations $5,406,181 $1,167,730 $2,904,327 $1,149,430 $184,694
---------- ---------- ---------- ---------- --------

INFLATION AND COSTS

The cost of the Company's products is influenced by the cost of a wide
variety of raw materials, including precious metals such as gold used in
plating, copper and brass used for contacts, and plastic material used in
molding connector components. In the past, increases in the cost of raw
materials, labor and services have been offset by price increases, productivity
improvements and cost saving programs. There can be no assurance, however, that
the Company will be able to similarly offset such cost increases in the future.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of this Statement does not have a material effect on the
Company's financial position, results of operations, or cash flows.

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

During October 2003, the FASB issued Staff Position No. FIN 46, deferring
the effective date for applying the provisions of FIN 46 until the end of the
first interim or annual period ending after December 31, 2003 if the variable
interest was created prior to February 1, 2003 and the public entity has not
issued financial statements reporting that variable interest entity in
accordance with FIN 46. The FASB also indicated it would be issuing a
modification to FIN 46 prior to the end of 2003. Accordingly, the Company has
deferred the adoption of FIN 46 with respect to VIEs created prior to February
1, 2003. Management is currently assessing the impact, if any, FIN 46 may have
on the Company; however, management does not believe there will be any material
impact on its consolidated financial statements, results of operations or
liquidity resulting from the adoption of this interpretation.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." Statement 149 amends and
clarifies financial accounting and reporting of derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement is effective for contracts entered into or modified after June 30,
2003, except for certain hedging relationships designated after June 30, 2003.
Adoption of this statement did not have a material impact on the Company's
financial position or results of operations.

between the holder and the issuer. While the Board still plans to revise that
definition through an amendment until it has concluded its deliberations on the
next phase of this project. That next phase will deal with certain compound
financial instrument including puttable shares, convertible bonds, and dual
indexed financial instruments. This Statement is effective for financial
instruments entered into modified after May 31, 2003, and otherwise is effective
at the beginning of the first interim period beginning after June 15, 2003,
except for mandatory redeemable financial instruments of non-public entities.
Adoption of this statement did not have a material impact on the Company's
financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates relates
primarily to the increase or decrease in the amount of interest income we can
earn on our available funds for investment. We ensure the safety and
preservation of our invested principal funds by limiting default risk, market
risk and reinvestment risk. We mitigate default risk by investing in high
quality, short-term securities. We do not believe that changes in interest rates
will have a material effect on our liquidity, financial condition or results of
operations.

SEASONALITY

We have 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.

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

CHANGE IN INTERNAL CONTROLS. There were no significant changes in our
internal controls or in other factors that could significantly affect those
controls since the most recent evaluation of such controls.

CRITICAL ACCOUNTING POLICIES. The 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.

INVENTORY VALUATION. Our policy is to value inventories at the lower of
cost or market on a part-by-part basis. This policy requires us to make
estimates regarding the market value of our inventories, including an assessment
of excess or obsolete inventories. We determine excess and obsolete inventories
based on an estimate of the future demand for our products within a specified
time horizon, generally 12 months. The estimates we use for demand are also used
for near-term capacity planning and inventory purchasing and are consistent with
our revenue forecasts. If our demand forecast is greater than our actual demand
we may be required to take additional excess inventory charges, which will
decrease gross margin and net operating results in the future. In addition, as a
result of the downturn in demand for our

products, we have excess capacity in our manufacturing facilities. Currently, we
are not capitalizing any inventory costs related to this excess capacity as the
recoverability of such costs is not certain. The application of this policy
adversely affects our gross margin.

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.

BUSINESS

INDUSTRY BACKGROUND

PCBs serve as the foundation of most complex electronic products. The PCB
manufacturing industry has benefited from the proliferation of electronic
products in a variety of applications, ranging from consumer products, such as
cellular telephones, to high-end commercial electronic products, such as
communications and computer networking equipment. PCBs are manufactured from
sheets of laminated base material purchased from various laminate suppliers.
Each sheet (also known as a manufacturing process panel) typically consists of
multiple PCBs, while each board contains its own identity consisting of
electrical circuitry etched from copper to provide an electrical connection
between the components mounted to it.

Products that utilize PCBs have high levels of complexity and short life
cycles as original equipment manufacturers continually develop new and
increasingly sophisticated products. We believe these characteristics benefit
PCB manufacturers that can assist original equipment manufacturers in bringing a
product to market faster by providing the engineering expertise, process
controls and execution capabilities to accelerate product development and
quickly proceed to volume production. We believe manufacturers of complex
electronics products in high-growth markets, including consumer electronics, the
computer and networking industry, medical devices, military contracts,
automobiles, aviation and the

telecommunications industry are continually under pressure to bring their
products to market faster. The success of these industries is dependent on,
among other things, technological advancements, demand for a wider variety of
product applications, and increasingly powerful electronic components. We
believe that the time-critical and highly complex nature of the new and emerging
markets will further increase the demand for rapid production of complex PCBs.

We see several trends in the PCB manufacturing industry. These include:

IMPORTANCE OF PROTOTYPE PCB PRODUCTION.

We believe that original equipment manufacturers are placing increased
emphasis on the prototype stage of PCB production in order to accelerate product
development. We believe that domestically, higher volume production of PCBs is
becoming increasingly more competitive, as much of such production is exported
to countries overseas for low cost manufacturing. We believe in placing a
stronger emphasis towards the small volume, highly complex, multi-layer
prototype PCBs for original equipment manufacturers in research and development
companies headquartered in areas such as Silicon Valley, while the production
volumes are mass-produced at other locations.

SHORTER ELECTRONIC PRODUCT LIFE CYCLES.

We believe that rapid changes in technology are shortening the life cycles
of complex electronic products and reducing the period during which products are
profitable, placing greater pressure on original equipment manufacturers to
bring new products to market faster. We also believe that the rapid adoption of
innovative electronic products is heightening the need for original equipment
manufacturers to minimize the time required to advance products from prototype
design to product introduction. We believe these time-to-market requirements are
causing original equipment manufacturers to increasingly rely on PCB
manufacturers who have the capability to meet the technology demands of
compressed product life cycles.

INCREASING COMPLEXITY OF ELECTRONIC PRODUCTS.

We believe that the increasing complexity of electronic products is
driving technological advancements in PCBs. Original equipment manufacturers are
continually designing more complex and higher performance electronic products,
which require PCBs that can accommodate higher speeds and component densities.
We believe that original equipment manufacturers are increasingly relying upon
prototype PCB manufacturers who invest in advanced manufacturing process
technologies and sophisticated engineering staff to accelerate product
development.

SERVICES

We provide its customers with a competitive prototype manufacturing
solution from prototype through pre-production development. Our services
include:

TIME SENSITIVE (QUICK TURN PRODUCTION).

Our clients are typically product and chip designers that need high
quality prototype PCBs on an expedited basis. We produce prototype PCBs of
various types and complexities based on our clients specifications, with
delivery times ranging between 24 hours and a standard lead time of 10 days.
Because we process customer orders on a time sensitive basis, we do not
typically have more than a two-week backlog of customer orders at any one time.

PROCESS DEVELOPMENT.

Our clients are concerned with the manufacturing yields that are generally
reflected in each volume production run of a market ready PCB. We work closely
with our customers' engineering departments to develop "Design for
Manufacturing" standards for future high volume production. The purpose of our
design assistance efforts is to determine efficient layouts of PCBs to improve
production yields and decrease volume production costs of a market ready PCB.

SYSTEM TESTING.

We have the capability to perform several methods of electrical testing on
a finished PCB.

One method is using a custom test fixture that is manufactured internally
and attached to a universal grid test machine. The pins in the test fixture will
establish continuity between the universal grid and the exposed metal on the
surface of the PCB. When a test is performed, the test fixture will verify that
a circuit board's electrical continuity and electrical characteristics are
performing properly. Due to the cost of these custom test fixtures, this option
is best used on larger quantity orders.

The other method of testing is known as fixtureless testing, which is more
time consuming as it tests each PCB, but more cost effective as it eliminates
the need for test fixtures. Fixtureless testers, also known as flying-probes,
utilize a series of pointed pins that float around the surface of the circuit
board to verify electrical continuity and characteristics.

Both methods can be operated through an industry electrical test format
known IPC 356. Our combination of equipment and software provides the added
flexibility for time sensitive manufacturing and a reliable electrical test at
competitive prices for prototype and pre-production orders.

TECHNOLOGY

The market for our products is characterized by rapidly evolving
technology. In recent years, the trend in the electronic products industry has
been to increase the speed, complexity and performance of components while
reducing their size and cost. Although none of our technology is proprietary, we
believe our technological capabilities allow us to address the needs of
manufacturers who need to bring complicated electronic products to market
faster. PCBs serve as the foundation of products in electrical devices, large
and small.

To manufacture PCBs, we generally receive circuit designs directly from
our customers in the form of computer data files, which are reviewed to ensure
data accuracy, product manufacturability and design evaluation. Processing these
computer files with computer aided design technology, we generate images of the
circuit patterns on individual layers using advanced photographic processes.
Through a variety of plating and etching processes, we selectively add and
remove conductive materials to form horizontal layers of thin circuits called
traces, which are separated by insulating material. A finished multilayer
circuit board laminates together to form a number of circuitry layers, using
intense heat and pressure under vacuum. Vertical connections between layers are
achieved by plating through small holes called vias. Vias are made by highly
specialized drilling equipment capable of achieving extremely tight tolerances
with high accuracy. We specialize in high layer prototype PCBs with extremely
fine geometries and tolerances, and uses automated optical inspection systems to
ensure consistent quality. We also intend to use clean rooms for production
purposes in the Fremont, California manufacturing facility, which will minimize
particles that create manufacturing defects.

We believe the highly specialized equipment we use is among the most
advanced in the prototype and pre-production industry. We provide a number of
advanced technology solutions, including:

30+ LAYER PCBS.

Manufacturing PCBs exceeding 12 layers is more difficult to accomplish due
to the greater number of processes required. We reliably manufacture PCBs up to
34 layers in a time-critical manner.

BLIND AND BURIED VIAS.

Vias are drilled holes which provide electrical connectivity between
layers of circuitry in a PCB. They typically extend all the way through the
circuit board, providing connections to external features. As the demand for
wiring density in a circuit board increases, vias may block channels that are
needed for circuitry. As an alternative to the difficult task of adding more
layers, blind and buried via technology is employed. Blind vias connect the
surface layer of the PCB to the nearest inner layer. Buried vias are holes that
do not reach either surface of the PCB but allow inner layers to be
interconnected. Since blind and buried vias only extend through the layers of
the PCB in which they are required, more space is available on unpierced layers.
Products with blind and buried vias can be made thinner, smaller, lighter and
with more functionality than products with traditional vias.

SEQUENTIAL LAMINATION.

When using blind and/or buried via technology in a multi-layer PCB, we
often incorporate sequential lamination manufacturing processes. Sequential
lamination uses a multiple PCB construction approach that generally increases
the complexity of manufacturing due to an increase in the number of production
steps. We use sequential lamination when there is a requirement for multiple
sets of laminated, drilled and plated via assemblies. .

003" TRACES AND SPACES WIDTHS.

Traces are the connecting copper lines between the different components of
the PCB and spaces are the distances between traces. The smaller the traces and
tighter the spaces, the higher the density on the PCB and the greater the
expertise required to achieve a desired final yield on an order.

ASPECT RATIOS OF UP TO 15:1.

The aspect ratio is the ratio between the thickness of the PCB to the
diameter of a drilled hole. The higher the ratio, the greater the difficulty to
reliably form, electroplate and finish all the holes on a PCB. We can drill
holes using a .013" drill bit on backpanels measuring .200" thick.

THIN CORE PROCESSING.

A core is the basic inner-layer building block material from which PCBs
are constructed. A core consists of a flat sheet of material comprised of
glass-reinforced resin with copper foil on either side. The thickness of
inner-layer cores is determined by the overall thickness of the PCB and the
number of layers required. The demand for thinner cores derives from
requirements of thinner PCBs, higher layer counts and various electrical
parameters. Internal core thickness in our PCBs range from as little as 0.002
inches up to 0.039 inches. By comparison, the average human hair is 0.004 inches
in diameter.

MICRO BALL GRID ARRAY/CHIP-ON-BOARD FEATURES.

A ball grid array is a method of mounting an integrated circuit or other
component to a PCB. Rather than using pins, also called leads, the component is
attached with small balls of solder at each contact. This array method allows
for greater input/output density and requires PCBs with higher layer counts and
tighter lines and spaces.

CONTROLLED IMPEDANCE.

High speed digital requirements demand accurate timing and high signal
speeds. Differential and single ended controlled impedance PCBs are manufactured
to specific tolerances to meet these specifications. These customer specified
impedance values are then verified prior to shipment using our specialized
impedance test equipment.

COMPUTER AIDED MANUFACTURING.

We utilize Orbotech equipment and software, the worldwide leader in PCB
manufacturing equipment and computer aided manufacturing software. These
enhancements allow the software to automate many of the tasks that were handled
manually by a technician, reducing overhead and costly operator errors. We
believe that utilizing CAD generated data from the customer at our automated
optical inspection machines and final electrical test will enhance yields and
reduce scrap.

HVRFLEX PROCESS

The HVRFlex(TM) Process is a method of manufacturing rigid-flex PCB that
uses traditional, high volume PCB manufacturing techniques without special
materials or high-cost tooling to manufacture the same style of product as the
older, conventional type rigid-flex, offering the same weight and space
advantages at much higher yields and much lower cost. This also now enables the
commercial electronics market place to take advantage of this technology and
still meet their acceptable cost objectives for commercial system costs.

CUSTOMERS AND MARKETS

Our customers include PCB design companies, original equipment
manufacturers, electronics manufacturing service providers, and contract
manufacturers that serve the rapidly changing electronics industry. We measure
customers as those companies that place at least two orders in a 12-month
period.

Our current customers come from several different industries including the
security industry, chip and semiconductor industries, contract manufacturing,
telecommunication and bio-medical industries.

Our top ten customers accounted for 30% and 41% of our revenues for the
years ended August 31, 2003 and 2002, respectively.

SALES AND MARKETING

Our marketing strategy focuses on establishing long-term relationships
with our customers' engineering staff and new product introduction personnel
early in the product development phase.

Our engineers, application support and managers provide support to our
sales representatives in advising customers with respect to manufacturing
feasibility, design review and technology limits through direct customer
communication, e-mail and customer visits. In an effort to establish individual
salesperson accountability for each client and the development of long term
relationships, each customer is assigned one internal account manager and an
outside sales representative.

We market our services through four direct full time sales representatives
and seven independent sales representatives, supervised by our Vice-President of
Sales. We believe there are significant opportunities for us to increase our
market penetration throughout the United States through further expansion of our
inside and outside direct and independent sales representatives.

SUPPLIERS

The primary raw materials used in our manufacture of PCBs include
copper-clad layers of fiberglass of varying thickness impregnated with bonding
materials, chemical solutions such as copper and gold for plating operations,
photographic film, carbide drill bits and plastic for testing fixtures.

We utilize just-in-time procurement and consignment practices to maintain
our raw materials inventory at low levels and works closely with our suppliers
to obtain technologically advanced raw materials. Although we have preferred
suppliers for some raw materials, the materials we use are generally readily
available in the open market through numerous suppliers with the exception of
one supplier of laminate material requested for use by our customers in less
than 25% of our production. In addition, we periodically seek alternative supply
sources to ensure that we are receiving competitive pricing and service.
Adequate amounts of all raw materials have been available in the past and we
believe this availability will continue in the foreseeable future.

COMPETITION

The PCB industry is highly fragmented and characterized by intense
competition. Our principal competitors include, but are not limited to: DDI,
Cirrexx, Harbor, Sanmina and Tyco.

We believe we compete favorably on the following competitive factors:

o competitive pricing;

o capability and flexibility to produce customized complex products;

o ability to offer time-to-market capabilities;

o ability to offer time sensitive PCB manufacturing capabilities;

o consistently high-quality product; and

o outstanding customer service.

In addition, we believe that our continuous evaluation and early adoption
of new or revised manufacturing and production technologies and processes also
gives us a competitive advantage. We believe that manufacturers like us, who
have the ability to manufacture PCBs using advanced technologies such as blind
and buried vias, higher layer count, larger panel size and finer traces and
spaces widths along with improved process management have a competitive
advantage over manufacturers who do not possess these technological and process
capabilities. We believe these advanced manufacturing and production
technologies are increasingly replacing and making obsolete older technologies
that do not provide the same benefits. Our future success will depend in large
part on whether we are able to maintain and enhance our manufacturing
capabilities as new manufacturing and production technologies gain market share.

Some of our competitors are likely to enjoy substantial competitive
advantages, including:

o greater financial and manufacturing resources that can be devoted to the
development, production and sale of their products;

o more established and broader sales and marketing channels;

o more manufacturing facilities worldwide, some of which are closer in
proximity to our customers;

o manufacturing facilities which are located in countries with lower
production costs; and

o greater name recognition.

GOVERNMENTAL REGULATION

Our operations are subject to federal, state and local regulatory
requirements relating to environmental compliance and site cleanups, waste
management and health and safety matters. In particular, we are subject to
regulations promulgated by:

o the Occupational Safety and Health Administration pertaining to health and
safety in the workplace;

o ISO, DSCC and other facility/manufacturing process agencies;

o the Environmental Protection Agency pertaining to the use, storage,
discharge and disposal of hazardous chemicals used in the manufacturing
processes; and

o corresponding state agencies.

To date, the costs of compliance and environmental remediation have not
been material to us. Nevertheless, additional or modified requirements may be
imposed in the future. If such additional or modified requirements are imposed
on us, or if conditions requiring remediation were found to exist, we may be
required to incur substantial additional expenditures.

EMPLOYEES

As of August 31, 2003, we had approximately 106 full time direct
employees, none of whom were represented by unions. Of these employees, 84 were
involved in manufacturing and engineering, 15 were in sales, customer/sales
support, and marketing and seven worked in accounting, systems and other support
capacities. We have not experienced any labor problems resulting in a work
stoppage and we believe that we have good relations with our employees. We
increased our employee roster by approximately 45 full-time employees in
connection with our acquisition of assets from Eastern Manufacturing
Corporation. We do not expect any significant increase in the size of our labor
force as a result of near term organic growth.

LEGAL PROCEEDINGS

There is no past, pending or, to our knowledge, threatened litigation or
administrative action (including litigation or action involving our officers,
directors or other key personnel) which in the opinion of our management has had
or is expected to have a material effect upon our business, financial condition
or operations.

On September 19, 2002, SVPC Partners, LLC, a predecessor company and SVPC
Circuit Systems, Inc. were sued in Superior Court by Ms. Dana Ward who made a
claim in the Superior Court of California, County of Santa Clara, alleging
wrongful termination of employment and seeking unlimited damages. We have
accrued a reserve of $140,000 in connection with this case. In December 2003, we
settled this case for $85,000 for which we had accrued $140,000 which included
fees for our lawyers expected to be approximately $40,000.

Northern Laminate Sales, Inc. ("Northern Laminate") filed an action
against the Company in the Superior Court on a claim of successor liability to
enforce a default judgment in the amount of $61,033

entered against Eastern Manufacturing Corporation ("EMC"). Northern Laminate
alleges that the Company succeeded to EMC's alleged contractual obligations when
the Company purchased EMC's assets in a secured party sale form Eastern Bank in
February 2003. The Company denies liabilities for EMC's debts on the grounds
that it does not hold itself out as a continuation of EMC, and that the mere
purchase of EMC's assets, without more, does not make the Company the
"successor" of EMC as a mater of law. Northern Laminate has since moved to amend
its complaint to add claims for breach of contracts and violations of G.L. c.
93A, based on the Company's failure to pay for goods in the amount of $11,327
received since commencement of the action. The Company believed that the case is
without merit and has not accrued any of this claims in the accompanying
financial statements.

The Company has a dispute with Orbotech regarding a claim of approximately
$300,000 involved a default under a CAM Software License and Service Agreement
and Consolidated Agreement executed by SVPC Partners, LLC on July 30, 2001. The
Company has outstanding payable to Orbotech approximately $223,000 as of August
31, 2003. The Company has negotiated a settlement with Orbotech for $177,996
with payments extended thru March 19, 2004. The Company has recorded these
payables in its financial statements.

FACILITIES

Our current facilities are as follows:

LOCATION SQUARE FEET PRIMARY USE LEASE TERMS
- ------------ -------------- ------------- --------------------------
Fremont, CA 27,984 Current Office Sub-lease expires January,
& California 2009; lease payment of
Manufacturing $18,805 per month.
Facility.

Amesbury, MA Three parcels: Manufacturing Lease expires February 28,
57,033 square feet Facility/Office 2004; lease payment of
2.168 acres $17,500 per month.
2.478 acres

In July 2003, we relocated the balance of our manufacturing operations
from Santa Clara, California into our Fremont facility.

Our facility in Amesbury, Massachusetts concentrates on time-sensitive
manufacturing orders for PCBs and has the ability to produce products using
rigid bare-board and the patented HVRFlex(TM) process that we license from
Coesen. This location also includes front offices for our East Coast operations
and storage facilities for inventory in addition to a complete manufacturing
facility on the Amesbury, Massachusetts campus. The entire location consists of
two distinct buildings. We are currently negotiating an extension to the
Amesbury lease.

We believe our Fremont, California and Amesbury, Massachusetts facilities
will be adequate for our current operating needs and continued near term growth.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are traded on the OTC Bulletin Board, the symbol is TTGH. Our
shares have been traded on the OTC Bulletin Board since September 21, 2002.
Prior to September 21, 2002, there was no "public market" for shares of our
common stock. The following table sets forth, for the periods indicated, the
high and low sales prices for the common stock since September 21, 2002:

2004(1) 2003 2002
---------------- ---------------- ----------------
PERIOD HIGH LOW HIGH LOW HIGH LOW
- -------------- ----- ----- ----- ----- ----- -----
First Quarter $1.47 $0.60 $2.95 $2.10 N/A N/A
Second Quarter $0.83 $0.42 $2.30 $2.10 N/A N/A
Third Quarter N/A N/A $2.40 $0.80 N/A N/A
Fourth Quarter N/A N/A $1.45 $1.10 $3.50 $1.50

- ----------
(1) Through January 21, 2004.

The quotations reflect inter-dealer prices, without retail markups,
markdowns, or commissions and do not necessarily represent actual transactions.
The quotations were derived from the Standard & Poor's ComStock, Inc. & Media
General Financial Services.

We estimate that as of November 30, 2003, there were approximately 1,200
holders of record of the common stock.

MANAGEMENT

DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES

The names and ages of our directors, executive officers and significant
employees are set forth below. We expect that each of our executive officers
will devote his energies to our business on substantially a full-time basis.

NAME AGE POSITION(S) HELD
- -------------------- --- -----------------------------------------------
Kenneth L. Shirley 51 Chief Executive Officer, President and Director
David M. Marks 35 Director
J. Frank Martin -- Director
Stephen Saul Kennedy 35 Vice President Sales, Titan PCB West
Daniel Guimond 45 Acting Chief Financial Officer and Controller
Alfred Covino 44 Divisional Vice President of Sales
Joseph Thoman 48 Chief Technology Officer

KENNETH L. SHIRLEY. Mr. Shirley was appointed Chief Executive Officer
effective January 1, 2004 and to the Board of Directors on December 16, 2003.
Effective January 31, 2004, Mr. Shirley was additionally appointed President
upon the resignation of Andrew Glashow as President. In 2000, Mr. Shirley formed
his own management and consulting business, Pyxis Partnership. Through Pyxis
Partnership, he has assisted in the operations of the following companies:
Advance Quick Circuits as Co-President, Waytec Electronics as President,
Cosmotronics Corporation as Sr. Vice President, TTM Technologies as Chief
Operating Officer, and most recently, P.C.T. Interconnect as Co-President. Prior
to forming the Pyxis Partnership, Mr. Shirley previously held management
positions with several well-known companies including General Electric, Hadco
Corporation, Multi Circuits, Exide Electronics, AT&T/Lucent, and Automata.
During these engagements Mr. Shirley has managed employees ranging from 100-1200
people in diverse manufacturing environments including the printed circuit board
industry with companies ranging in sales from $5 to $320 million per year.

DAVID M. MARKS. Mr. Marks was our Chairman of the Board of Directors from
September 15, 2002 to May 13, 2003. Mr. Marks remains as one of our Directors.
Mr. Marks has served as Trustee of Irrevocable Children's Trust and Irrevocable
Children's Trust No. 2 (the "Trusts") since 1994. The Trusts currently have an
ownership or investment interest in commercial properties, private residences,
natural resources, telecommunications, and technology companies, and other
business and investment ventures. Mr. Marks has the responsibility in overseeing
all investments by the Trusts with responsibilities beginning at acquisition and
continuing through ownership. Mr. Marks generally acts in the capacity of
officer or director for all of the operating companies that are vehicles for
investments by the Trusts and is involved in strategic planning, and major
decision-making. Mr. Marks holds a BS in Economics from the University of
Wisconsin.

J. Frank Martin was elected to our Board of Directors effective February
9, 2004. Mr. Martin received a Bachelor of Science degree in Electrical
Engineering from Clemson University in South Carolina in 1958. He began his
38-year AT&T career in 1958 as a planning engineer with Western Electric in
Winston-Salem, North Carolina. After serving in several positions in
manufacturing, he was selected as a 1973-74 MIT Sloan Fellows where he received
a Masters Degree in Management. In 1979, he joined AT&T's Microelectronics Group
(ME). Over the years, he was involved in ME's global expansion, business
development, strategic product planning, and profit and loss efforts. In 1994,
Martin became the chief operating officer of ME's Interconnection Technologies
business, where he implemented a multi-million dollar plan to upgrade the
Richmond facility and meet record industry demand for printed circuit board
products and backplanes. Prior to that assignment, he had been the chief
operating officer of ME's MOS Integrated Circuit business. He retired in 1996
and he and his wife Nancy live in Richmond, Virginia.

STEPHEN SAUL KENNEDY. Mr. Kennedy has been an employee of our predecessor
companies SVPC and Circuit Systems Inc. since 1988. Mr. Kennedy was a top Sales
Manager and Sales Executive for SVPC and subsequently Circuit Systems Inc. Since
1988 Mr. Kennedy has worked as both as an Inside and Outside Sales Executive as
well as overall sales management for the SVPC. He has been instrumental in
SVPC's sales growth from 1988 to 1999. Mr. Kennedy holds a B.S. in Economics
from Santa Clara University and was a Commissioned Officer in the United States
Army.

DANIEL GUIMOND. Mr. Guimond has served as Acting Chief Financial Officer
and Controller since July 2003. From 1997 until 2003, Mr. Guimond served as the
Corporate Finance Manager of PCD Inc. From 1987 to 1997, Mr. Guimond was the
Corporate and Tax Accounting Manager at Bailey Corporation specializing in all
aspects of the corporate accounting environment. Mr. Guimond's areas of
expertise include consolidations, FASB integration, external auditor and tax
interaction and tax preparation. Mr. Guimond is a magna cum laude graduate of
Southern New Hampshire University with a B.A. in Management Advisory Services.

ALFRED COVINO. Mr. Covino has served as Divisional Vice President of Sales
since the acquisition of Eastern Manufacturing Corporation in February 2003
where he was formerly the Vice President of Sales and Marketing. Mr. Covino has
over twenty years of experience in the sale and development of flex, rigid-flex,
and related packaging products. Prior to joining Eastern, he was the founder and
President of Strataflex USA, a subsidiary of Strataflex Canada Corp., which
specializes in the design and development of complex flex, sculptured, and
rigid-flex printed circuits and assemblies. He has also held Sales and

Project Management positions with Parlex Corp and Interflex Corp, and was
involved in the development of MRP and business management systems. Fred is the
co-founder and President of Coesen Inc. Inc. a technology development company
located in Hudson New Hampshire.

JOSEPH THOMAN. Mr. Thoman has served as Chief Technology Officer since May
2003. For the past nine years, Mr. Thoman was the Vice President of Operations
for Eastern Manufacturing Corporation. He has a twenty-nine year history in the
engineering, development and manufacturing of both rigid and flexible printed
circuits. Prior to joining Eastern, he held the position of Director of
Engineering for one of the Teledyne Electronics divisions where he was
responsible for R & D, product development, quick turn manufacturing and
assembly. Mr. Thoman has shared authorship of several process patents for
rigid-flex manufacturing. Prior to Teledyne he held a senior engineering
position with Teradyne Connections Systems as part of a team to build a
manufacturing facility for over sized backplane printed circuit manufacturing.

STOCK OPTION PLANS

2002 STOCK OPTION PLAN

On December 18, 2002, the Company's Board of Directors adopted a 2002
Stock Option Plan pursuant to which selected employees, officers, directors and
consultants of the Company of the Company or any parent or subsidiary thereof,
may be granted incentive stock options and/or nonqualified stock options to
purchase shares of Company common stock in order to attract and retain the
services or advice of such employees, officers, directors and consultants and to
provide additional incentive for such persons to exert maximum efforts for the
success of the Company and its affiliates.

The 2002 Stock Option Plan shall be administered by the Board of Directors
of the Company or a committee of two or more members of the Board of Directors.
It is the intention of the Company that the 2002 Stock Option Plan comply in all
respects with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
The aggregate amount of common stock to be delivered upon the exercise of all
options granted under the 2002 Stock Option Plan shall not exceed 1,000,000
shares of common stock. Options granted under the 2002 Stock Option Plan shall
be evidenced by written agreements which shall contain such terms, conditions,
limitations and restrictions as the plan administrator shall deem advisable
consistent with the terms of the plan. Unless otherwise determined by the plan
administrator, the options granted under the plan shall have a term of ten years
and shall be exercisable in whole or in part, subject to the vesting provisions
to be set forth in the relevant option agreement. However, if incentive stock
options are granted under the plan to employees who own greater than 10% of the
total combined voting power of all classes of stock of the Company or an
affiliate thereof, the term of such incentive stock option shall not exceed five
years and the exercise price shall be not less than 110% of the fair market
value of the common stock at the time of grant of the incentive stock option.
The exercise price shall be paid in cash, unless otherwise permitted by the plan
administrator, consistent with applicable law.

Options granted under the 2002 Stock Option Plan may not be transferred,
assigned, pledged or hypothecated in any manner other than by will or by the
applicable laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in Section 414(p) of the Internal Revenue Code of
1986, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, and shall not be subject to execution,
attachment or similar process.

Upon termination of an optionee's relationship with the Company other than
for cause, death or total disability, such optionee's options shall expire three
months after the date of such termination (unless earlier terminated by its
terms) with respect to any unexercised portions thereof. If an optionee is
terminated for cause, any option granted under the 2002 Stock Option Plan shall
automatically terminated as of the first discovery by the Company of any reason
for termination for cause, and such optionee shall thereupon have no right to
purchase any shares pursuant to such option. Upon termination of an optionee's
relationship with the Company because of death or total disability, the
optionee's options shall

not terminate or cease to be treated as an incentive stock option, as
applicable, until the end of the 12 month period following such termination
(unless by their terms they sooner terminated and expired).

Upon a merger (subject to limited exception), acquisition of property or
stock, consolidation, separation, reorganization or liquidation of the Company
as a result of which the stockholders of the Company receive cash, stock or
other property in exchange for their shares of common stock, any option granted
under the 2002 Stock Option Plan shall terminate but each optionee shall have
the right to exercise all or part of any options (whether or not fully vested)
immediately prior to such event. If the stockholders receive capital stock in
another corporation after a transaction (subject to limited exception) involving
the merger, consolidation, acquisition of property or stock, separation or
reorganization, all options granted under the 2002 Stock Option Plan shall be
converted into options to purchase shares of common stock in such other
corporation subject to appropriate adjustment provided the converted options
shall be fully vested upon such conversion, unless otherwise determined by the
Board of the Company prior to such conversion.

The adoption of the 2002 Stock Option Plan remains subject to approval by
stockholders holding a majority of the Company's common stock. Unless sooner
terminated by the Board, the 2002 Stock Option Plan shall terminate on November
18, 2012.

2002 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

On December 18, 2002, the Company's Board of Directors adopted a 2002
Stock Option Plan for Non-Employee Directors (the "2002 Directors Plan") to
promote the interests of the Company and its stockholders by increasing the
interest of non-employee directors in the growth and performance of the Company
by granting such directors options to purchase shares of common stock of the
Company. The 2002 Directors Plan shall be administered by the Board of
Directors. Only directors of the Company who are "Non-Employee Directors", as
such term is defined in Rule 16b-3(b)(3) promulgated under the Securities
Exchange Act of 1934 are eligible to receive options pursuant to the 2002
Directors Plan. The Board has authorized an aggregate of 450,000 shares of
common stock to be available for issuance upon the exercise of options granted
under the 2002 Directors Plan.

The 2002 Directors Plan shall be administered by the Board of Directors of
the Company, provided however that the Board of Directors has no discretion with
respect to the selection of directors to receive options or the number or price
of the options to be granted under the 2002 Directors Plan. The Secretary of the
Company is authorized to implement the Plan in accordance with its terms. It is
the intention of the Company that the 2002 Directors Plan comply in all respects
with Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended.

Options granted under the 2002 Directors Plan shall be non statutory stock
options not intended to qualify under Section 422 of the Internal Revenue Code
of 1986. The purchase price per share shall be 100% of the fair market value per
share on the date the option is granted. The option price will be paid in cash.
Unless otherwise specified in the option, 50% of the options granted under the
2002 Directors Plan shall be exercisable, in whole or in part, commencing of the
first anniversary of the date of the grant and the remaining 50% on the second
anniversary of the date of the grant, and shall be so exercisable until the date
ten years from the date of the grant. On termination of a 2002 Directors Plan
participant's service as a Director for any reason, all vested options shall be
exercisable in whole or in part for a period of one year from the date upon
which the participant ceases to be a Director, provided that the options shall
not be exercisable beyond the 10 year period.

Options granted under the 2002 Director Plan may not be transferred,
assigned, pledged or hypothecated in any manner other than by will or by the
applicable laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in Section 414(p)) of the Internal Revenue

Code of 1986, or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder, and shall not be subject to execution,
attachment or similar process.

Options granted under the 2002 Director Plan shall be evidenced by written
agreements which shall contain such terms, conditions, limitations and
restrictions as the plan administrator shall deem advisable consistent with the
terms of the plan. Each option granted under the 2002 Director Plan shall be
subject to the requirement, if the Board of Directors determines, that the
listing of the option shares upon any securities exchange, or under any state of
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable, no such option may be exercised without such listing,
consent or approval.

The Plan may be amended by the Board of Directors; provided that the Board
may not, without the consent of the stockholders of the Company, increase the
number of shares which may be purchased pursuant to options, change the
requirement to price the options at fair market value, modify the class of
individuals who are eligible to receive options, or materially increase the
benefits accruing to participants under the 2002 Directors Plan.

The adoption of the 2002 Directors Plan remains subject to approval by
stockholders holding a majority of the Company's common stock, which is expected
to occur at the Company's annual meeting of stockholders to be held in 2003.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation for
services in all capacities for the year ended August 31, 2003 of the Chief
Executive Officer and of each executive whose annual compensation in the fiscal
year ended August 31, 2003 exceeded $100,000.

Long-Term
Compensation(2)
----------------
Number of Shares
Underlying
----------------
Annual Compensation(1)
--------------------------
Options All-Other
Name and Principal Position Year Salary ($) Bonus ($) Granted(#)(4) Compensation ($)
- --------------------------------------- -------- --------- -------- ------------ ---------------

Robert Ciri (11) 2003 $ 1(2) $ -- -- $ 202,133(10)
Former Chairman of the Board
and Chief Executive Officer

Andrew Glashow 2003 $ 1(3) $ -- -- $ 202,433(10)
Former President and Director 2002 -- -- -- --
2001 -- -- -- --
James E. Patty 2003 $84,000(4) $ -- -- $ --
Former President, Chief 2002 -- -- -- --
Executive Officer, and Acting Treasurer 2001 -- -- -- --

Louis J. George 2003 $165,000(5) $ -- -- $ --
Former Managing Director of Operations
for California; Former President,
Chief Executive Officer, Acting
Treasurer and Director

Kenneth L. Shirley 2003 $ --(11) $ -- -- $ --
Chief Executive Officer 2002 -- -- -- --

Stephen S. Kennedy 2003 $ 125,000 $ -- -- $ --
Vice President, Sales, 2002 528(6) -- -- --
Titan PCB West, Inc.

Alfred Covino 2003 $64,000(7) $ -- -- $ 18,750
Vice President, Sales,
Titan PCB East, Inc.

Joseph Thoman 2003 $38,462(8) $ -- -- $ 18,750
Chief Technology Officer

Daniel Guimond
Acting Chief Financial Officer
and Corporate Controller 2003 $23,077(9) $ -- -- $ --

(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted because such perquisites and other personal benefits
constituted less than the lesser of $50,000 or ten percent of the total
annual salary and bonus reported for the executive officer during the
years reported.

(2) (2) Mr. Ciri was appointed Chairman on May 13, 2003 and Chief Executive
Officer on July 29, 2003. Effective the end of business December 31, 2003,
Mr. Ciri resigned as Chief Executive Officer, and effective February 4,
2004 resigned his position as Chairman of the Board of Directors. Mr. Ciri
had an annual salary of $1.00. Other compensation represents the value of
warrants to purchase 1,000,000 shares of common stock with an exercise
price of $0.50 and an expiration date of July 29, 2006 provided to Mr.
Ciri by Irrevocable Children's Trust our largest shareholder and options
to purchase 50,000 shares of common stock with an exercise price of $0.75
and an expiration date of July 24, 2008. Mr. Ciri's resignation was not
the result of any disagreement with the Board of Directors. In connection
with such resignation, Mr.Ciri entered into a settlement agreement with us
and Irrevocable Children's Trust pursuant to which he is entitled to
receive a $50,000 severance payment payable in six equal monthly
installments commencing February 20, 2004. In addition, Irrevocable
Children's Trust agreed to deliver 250,000 shares of our common stock to
Mr. Ciri upon delivery and surrender by Mr. Ciri on or prior to December
31, 2005 of his warrants to purchase up to 1,000,000 shares of common
stock from Irrevocable Children's Trust. Star Associates LLC, of which Mr.
Ciri is a member, received a monthly payment of $18,000 in return for
consulting services provided to us. This payment to Star Associates,LLC
terminated in January 2004.

(3) Mr. Glashow was appointed President and a Director on July 29, 2003. Mr.
Glashow resigned as President effective January 31, 2004 and as a director
on February 4, 2004. Mr. Glashow had an annual salary of $1.00. Other
compensation represents the value of warrants to purchase 1,000,000 shares
of common stock with an exercise price of $0.50 and an expiration date of
July 29, 2006 provided to Mr. Glashow by Irrevocable Children's Trust our
largest shareholder. Mr. Glashow's resignation was not the result of any
disagreement with the Board of Directors. In connection with such
resignation, Mr. Glashow entered into a settlement agreement with us and
Irrevocable Children's Trust pursuant to which he is entitled to receive a
$50,000 severance payment payable in six equal monthly installments
commencing February 20, 2004. In addition, Irrevocable Children's Trust
agreed to deliver 250,000 shares of our common stock to Mr. Glashow upon
delivery and surrender by Mr. Glashow on or prior to December 31, 2005 of
his warrants to purchase up to 1,000,000 shares of common stock from
Irrevocable Children's Trust Star Associates LLC, of which Mr. Glashow is
a member, received a monthly payment of $18,000 in return for consulting
services provided to us. This payment to Star Associates, LLC terminated
in January 2004.

(4) Mr. Patty was appointed President and Chief Executive Officer on February
21, 2003 and resigned as President and Chief Executive Officer on July 29,
2003. Mr. Patty's annual salary while Chief Executive Officer was $84,000.
As of July 10, 2003, Mr. Patty's annual salary was $1.00. Other
compensation represents the value of options to purchase 50,000 shares of
common stock with an expiration date of July 24, 2008.

(5) Mr. George was appointed President and Chief Executive Officer effective
August 30, 2002 upon completion of the merger with Titan PCB -West, Inc.
His then annual salary was $165,000. Mr. George resigned as -an executive
officer and director effective January 10, 2003 and as Manager of our
Santa Clara, California operations effective April 15, 2003. Other
compensation represents the value of options to purchase 350,000 shares of
common stock with an exercise price of $1.50 per -share and an expiration
date of July 31, 2007. The options have been canceled with the mutual
consent of Mr. George and the Company.

(6) Mr. Kennedy was appointed Vice-President-Sales effective August 30, 2002.
The $528 represents one day's earnings based on an annual salary of
$140,000 computed based on a 52-week year and a 5-day work week. Mr.
Kennedy's original salary was $140,000 per annum. Mr. Kennedy's salary
-was adjusted to $125,000 per annum effective March 1, 2003. Effective
December 1, 2003, Mr. Kennedy's salary was reinstated to $140,000
annually. Other compensation represents the value of options to purchase
360,000 shares of Common stock with an exercise price of $1.50 per share
and an expiration date of July 31, 2007.

(7) Mr. Covino has served as Divisional Vice President of Sales since the
acquisition of Eastern Manufacturing Corporation in February 2003. His
employment agreement carries a $120,000 salary with bonuses specified at
certain financial targets. As part of his employment agreement, Mr. Covino
was granted 25,000 restricted shares. The $18,750 other compensation is
the value of these shares at $0.75 each. The Company amortized the fair
value over the term of the agreement and expensed approximately $5,500
during the year ended August 31, 2003 and the remaining amount was
classified as deferred compensation.

(8) Mr. Thoman has served as Chief Technology Officer since the acquisition of
Eastern Manufacturing Corporation in May 2003. His employment agreement
carries a $120,000 salary with bonuses specified at certain financial
targets. As part of his employment agreement, Mr. Thoman was granted
25,000 restricted shares. The $18,750 other compensation is the value of
these shares at $0.75 each. . The Company amortized the fair value over
the term of the agreement and expensed approximately $5,500 during the
year ended August 31, 2003 and the remaining amount was classified as
deferred compensation.

(9) Mr. Guimond has served as Acting Chief Financial Officer and Corporate
Controller since June 2003. As part of his compensation package, he was
awarded 75,000 options at an exercise price of $0.75 on July 24, 2003.
These options were cancelled and reissued on December 31, 2003. Mr.
Guimond's current salary is $75,000 per annum and the Company does not
have an employment agreement with Mr. Guimond.

(10) Represents (i) a value of $768,800 ascribed to warrants issued by
Irrevocable Children's Trust ("ICT") to such individual to acquire
1,000,000 shares of our common stock having an exercise price of $0.50 per
share and an expiration date of July 29, 2006 using the Black-Scholes
Valuation method (ii) $108,000 attributed to each of Messrs. Glashow and
Ciri out of a total of $216,000 paid to STAR Associates LLC, of which each
of Messrs. Glashow and Ciri is a controlling member (iii) cash bonus of
$50,000 for the employment term to be paid by the Company (iv) 50,000
shares of common stock granted by ICT upon completion of the employment
term. Amortization of compensation related to employment contract totaled
$94,433 and $108,000 paid to STAR Associates LLC , with total expense of
$202,433 to each Mr. Ciri and Mr. Glashow.

(11) Effective the end of business December 31, 2003, Mr. Ciri resigned as
Chief Executive Officer, and effective February 4, 2004, he resigned his
position as Chairman of the Board of Directors and as a director.
Effective January 31, 2004, Andrew Glashow resigned as President and
effective February 4, 2004, he resigned as a director. Mr. Kenneth L.
Shirley was appointed to the position of Chief Executive Officer effective
January 1, 2004 and was appointed President, effective January 31, 2004.
Mr. Shirley receives a salary equal to $200,000.00 per annum and a signing
bonus of $40,000 in four equal payment each month from December 2003 until
March 2004. The agreement provides for a two-year term subject to earlier
termination by either party. The Company has granted Mr. Shirley with
warrants to purchase up to 250,000 shares of our common stock at an
exercise price of $0.77 with an expiration date of three years from the
date of issuance and a provision for cashless exercise. The warrants shall
become effective, if and only if the Corporation is cash flow positive in
fiscal year 2004 and revenues increase in fiscal year 2004 by greater than
10% over the prior fiscal year.

OPTION/SAR GRANT TABLE

Number of
Securities % of Total Options/
Underlying SARs Granted to Exercise or
Options/SARs Employees In Base Price Expiration
Name Granted Fiscal Year ($/Share) Date
- --------------------------------------------------------------------------------
Robert E. Ciri 50,000(1) 9.0% $0.75 July 24, 2008
Daniel Guimond 75,000(2) 13.5% $0.75 July 24, 2008

(1) Issued to Mr. Ciri, our former Chairman Chief Executive Officer in return
for services as a Director on July 24, 2003, the options have a $0.75
exercise price and are valid until July 24, 2008. Mr. Ciri resigned from
his position as Chief Executive Officer effective the close of business on
December 31, 2003.

(2) Issued to Mr. Guimond, our Acting Chief Financial Officer and Corporate
Controller on July 24, 2003, the options have a $0.75 exercise price and
are valid until July 24, 2008

EMPLOYMENT AGREEMENTS

Pursuant to the terms of an Agreement, dated as of August 12, 2002,
between Stephen S. Kennedy and Titan PCB West, assumed by us pursuant to the
Merger, Mr. Kennedy receives a salary equal to $140,000 per annum and received
immediately exercisable options to purchase 360,000 shares of our common stock,
at an exercise price of $1.50 per share, expiring on July 31, 2007. The
agreement provides for a five year term subject to earlier termination by either
party. In the event that Mr. Kennedy's employment is terminated without cause,
Mr. Kennedy is entitled to receive severance pay and continued employee benefits
for a period of six months after such termination. Effective March 1, 2003, the
Company and Mr. Kennedy agreed orally to reduce his salary to an annual rate of
$125,000.

Pursuant to the terms of an Agreement, dated as of February 26, 2003,
between Alfred Covino and Titan PCB East, Mr. Covino receives a salary equal to
$120,000 per annum and received immediately 25,000 restricted shares our common
stock. The agreement provides for a one year term subject to earlier termination
by either party. In the event that Mr. Covino's employment is terminated without
cause, Mr. Covino is entitled to receive severance pay and continued employee
benefits for a period of two months after such termination.

Pursuant to the terms of an Agreement, dated as of May 21, 2003, between
Joseph Thoman and Titan PCB East, Mr. Thoman receives a salary equal to $120,000
per annum and received immediately 25,000 restricted shares our common stock.
The agreement provides for a one year term subject to earlier termination by
either party. In the event that Mr. Thoman's employment is terminated without
cause, Mr. Thoman is entitled to receive severance pay and continued employee
benefits for a period of twelve months after such termination.

Pursuant to the terms of an Agreement, dated as of July 29, 2003, between
us and Andrew Glashow, our former President, Mr. Glashow received a salary equal
to $1.00 per annum. Irrevocable Children's Trust has agreed to provide Mr.
Glashow with warrants to purchase up to 1,000,000 shares of our common stock at
an exercise price of $0.50, which such warrants expire July 29, 2008. The
agreement provided for a one year term subject to earlier termination by either
party. Mr. Glashow's employment with us ended on January 31, 2004 upon his
resignation as our President and the appointment of Mr. Kenneth L. Shirley as
his successor as our President. Mr. Glashow's resignation was not the result of
any disagreement with the Board of Directors. In connection with such
resignation, Mr. Glashow entered into a settlement agreement with us and
Irrevocable Children's Trust pursuant to which he is entitled to receive a
$50,000 severance payment payable in six equal monthly installments commencing
February 20, 2004. In addition, Irrevocable Children's Trust agreed to deliver
250,000 shares of our common stock to Mr. Glashow upon delivery and surrender by
Mr. Glashow on or prior to December 31, 2005 of his warrants to purchase up to
1,000,000 shares of common stock from Irrevocable Children's Trust.

Pursuant to the terms of an Agreement, dated as of July 29, 2003, between
us and Robert Ciri, our former Chairman and Chief Executive Officer, Mr. Ciri
received a salary equal to $1.00 per annum. Irrevocable

Children's Trust has agreed to provide Mr. Ciri with warrants to purchase up to
1,000,000 shares of our common stock at an exercise price of $0.50, which such
warrants expire July 29, 2006. The agreement provides for a one year term
subject to earlier termination by either party. See "Certain Relationships and
Related Party Transactions." Mr. Ciri resigned from his position as Chief
Executive Officer effective the close of business on December 31, 2003 and as
Chairman of the Board of Directors on February 4, 2004. In connection with such
resignation, Mr. Ciri entered into a settlement agreement with us and
Irrevocable Children's Trust pursuant to which he is entitled to receive a
$50,000 severance payment payable in six equal monthly installments commencing
February 20, 2004. In addition, Irrevocable Children's Trust agreed to deliver
250,000 shares of our common stock to Mr. Ciri upon delivery and surrender by
Mr. Ciri on or prior to December 31, 2005 of his warrants to purchase up to
1,000,000 shares of common stock from Irrevocable Children's Trust.

Pursuant to the terms of an Agreement, dated as of December 1, 2003,
between Kenneth L. Shirley, our Chief Executive Officer, and the Company Mr.
Shirley receives a salary equal to $200,000.00 per annum and a signing bonus of
$40,000 in four equal payment each month from December, 2003 until March 2004.
The agreement provides for a two-year term subject to earlier termination by
either party. The Company will provide Mr. Shirley with warrants to purchase up
to 250,000 shares of our common stock at an exercise price of $0.77 with an
expiration date of three years from the date of issuance and a provision for
cashless exercise. The warrants shall become effective, if and only if the
Corporation is cash flow positive in fiscal year 2004 and revenues increase in
fiscal year 2004 by greater than 10% over the prior fiscal year. Mr. Shirley
also participates in the employee benefits programs.

DIRECTOR COMPENSATION

During the year ended August 31, 2003 and as of the date of this report,
directors received no compensation for their services, except as follows:

(i) On December 18, 2002, we granted two options, each to purchase
50,000 shares (an aggregate of 100,000 shares) of common stock having an
exercise price of $1.50 per share and an expiration date of December 18, 2007,
100% vested on the date of grant, to Messrs. Robert Weisberg and Gregory Jacobs,
former Directors;

(ii) On December 18, 2002, we granted options to purchase 50,000 shares
of its common stock to David Marks having an exercise price of $1.50 per share
and an expiration date of December 18, 2007, 100% vested on the date of grant;

(iii) On April 22, 2003, we issued Mr. Lawrence McFall 15,000 shares of
common stock in exchange for services performed by Mr. McFall. Mr. McFall
resigned as a Director on April 30, 2003;

(iv) On July 24, 2003, we granted options to purchase up to 50,000 shares
of common stock to Lawrence McFall, Joel Gold, Robert E. Ciri and James E. Patty
at an exercise price of $0.75 and an expiry date of July 24, 2008 for services
as past or current directors;

(v) On July 29, 2003, Irrevocable Children's Trust issued warrants to
purchase 1,000,000 shares of common stock to each of Robert E. Ciri and Andrew
J. Glashow, each having an exercise price of $0.50 per share, which expire on
July 24, 2006. In addition, Irrevocable Children's Trust will issue 50,000
shares of common stock and the Company will pay $50,000 cash bonus to each of
Robert E. Ciri and Andrew J. Glashow. Fair value of these grants and bonus was
amortized over the term of the employment. We expensed $94,433 related to each
of the employment contracts during the year ended August 31, 2003.

See "Certain Relationships and Related Party Transactions."

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITY

Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which the
director was adjudged liable on the basis that he or she improperly received a
personal benefit. Otherwise, Section 16-10a-902(5) allows indemnification for
reasonable expenses incurred in connection with a proceeding by or in the right
of a corporation. Unless limited by the Articles of Incorporation, Section
16-10a-905 authorizes a director to apply for indemnification to the court
conducting the proceeding or another court of competent jurisdiction. Section
16-10a-907(1) extends this right to officers of a corporation as well.

Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a party
against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902.

Unless limited by the Articles of Incorporation, Section 16-10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well. Regardless of whether a director, officer, employee,
fiduciary or agent has the right to indemnity under the Utah Revised Business
Corporation Act, Section 16-10a-908 allows the corporation to purchase and
maintain insurance on his or her behalf against liability resulting from his or
her corporate role. Article V of our Bylaws makes the provisions of Section
16-10a-902(1) mandatory with respect to the indemnification of Company directors
and executive officers.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our policy is to enter into transactions with related parties on terms
that, on the whole, are more favorable, or no less favorable, than those
available from unaffiliated third parties. Based on our experience in the
business sectors in which we operate and the terms of our transactions with
unaffiliated third parties, we believe that all of the transactions described
below met this policy standard at the time they occurred.

In June 2002, Titan PCB West entered into a loan and security agreement
with Alco, an entity owned by Robert Weisberg, who became a former member of our
Board of Directors. As of August 31, 2003 and 2002, the outstanding balance of
the loan was $1,005,639 and $733,684, respectively. During the year ended August
30, 2002, we paid interest and financing costs of $159,438 and $202,515,
respectively, to Alco. As of November 25, 2003, the date upon which we
refinanced such obligations with Laurus the balance of the loan was $1,058,535.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations and Plan of Operations-Liquidity and Capital Resources."

On July 29, 2002, we issued 100,000 shares of common stock to Mr. Robert
Ciri, a Director since March 3, 2003 and Chairman since May 13, 2003, in
consideration of certain consulting services rendered pursuant to a letter
agreement dated July 29, 2002 by and between the Company and Mr. Ciri. Mr. Ciri
was named our Chief Executive Officer effective July 29, 2003.

We are party to a Consulting Agreement (the "Star Consulting Agreement")
dated July 29, 2002 with Star Associates, LLC, a Wyoming limited liability
company, of which Mr. Ciri is a member, pursuant to which Star Associates, LLC
was issued warrants to purchase up to 350,000 shares of common stock at a
purchase price of $2.00, exercisable until August 31, 2007 in consideration of
consulting services provided by Star Associates, LLC. The Star Consulting
Agreement was amended on March 15, 2003 to provide for additional services to be
performed by Star Associates, LLC in return for cash payments of $18,000 per
month for a period of one year, beginning April 1, 2003, and additional warrants
to purchase 200,000 shares of common stock at a purchase price of $2.00,
exercisable until March 15, 2008. All warrants issued to Star Associates LLC
were canceled by mutual agreement of Star Associates, LLC in an Amendment
Agreement between the parties dated July 24, 2003. In addition, Star Associates,
LLC purchased 13,333 shares of common stock in the Private Placement for $0.75
per share.

On August 6, 2002, Titan PCB West 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 PCB West common stock, pursuant
to the terms and conditions of a Contribution Agreement and Assignment and
Assumption of Liabilities dated August 6, 2002. SVPC is controlled by
Irrevocable Children's Trust. Our Director, Mr. Marks is the trustee with sole
voting and dispositive power of Irrevocable Children's Trust

On August 26, 2002, each of Ohio Investors of Wisconsin and Irrevocable
Children's Trust converted certain outstanding indebtedness of Titan PCB West
into shares of our common stock at a conversion price of $1.50 per share,
resulting in the issuance of 1,160,764 shares of common stock to Ohio Investors
and 68,667 shares of common stock to Irrevocable Children's Trust. The
conversion price at which Ohio Investors of Wisconsin and Irrevocable Children's
Trust agreed to convert their our indebtedness into shares of our common stock
was initially determined by reference to the then contemplated offering price of
the Units in the Private Placement. Accordingly, on December 9, 2002, we entered
into a letter agreement with each of Irrevocable Children's Trust and Ohio
Investors of

Wisconsin to provide for the issuance of 1,160,764 additional restricted shares
to Ohio Investors of Wisconsin and 68,667 additional restricted shares of common
stock to Irrevocable Children's Trust, to reflect a corresponding adjustment of
the conversion price to $0.75 from $1.50. The shares related to the conversion
of these debts were issued subsequent to August 31, 2002. Our Director, Mr.
Marks is the trustee with sole voting and dispositive powers of Irrevocable
Children's Trust and Ohio Investors of Wisconsin is controlled by Irrevocable
Children's Trust.

On August 26, 2002, Forest Home and Phoenix Trust, lenders of Titan PCB
West, converted indebtedness owed by Titan PCB West into shares of Titan PCB
West common stock at the conversion price of $1.50 per share, which resulted in
the issuance of 6,667 shares and 123,823 shares to Forest Home and Phoenix
Trust, respectively. Phoenix Trust, and Forest Home, are both controlled by
Irrevocable Children's Trust of which Mr. Marks, our Director, is the trustee
with sole voting and dispositive powers.

Our prior manufacturing facility in Santa Clara, California, which we
terminated in July 2003, was leased by us on a month-to-month basis at a rate of
$12,500 per month from Ohio Investors of Wisconsin, a related party, controlled
by David M. Marks, our Director.

In February 2003, we paid a consulting fee in the amount of $10,000 to
Phoenix Investors LLC, a company controlled by David M. Marks, our Director, for
services rendered on behalf of the Company.

On February 3, 2003 we issued 133,333 shares of common stock to Lawrence
McFall, a former Director of the Company, for an aggregate purchase price of
$100,000 and 133,333 shares of common stock to James E. Patty, a Director and
Former Chief Executive Officer and Former President of the Company for an
aggregate purchase price of $100,000, in each case in private placement
transactions. In addition, Mr. McFall purchased 13,333 shares of common stock
and Mr. Patty purchased 26,667 shares of common stock, in the Company's Private
Placement, at a purchase price of $0.75 per share. Mr. McFall resigned as
Director and Executive Vice President of the Company on April 30, 2003. Mr.
Patty resigned as President and Chief Executive of the Company effective July
10, 2003.

On March 15, 2003, we granted warrants to purchase up to 200,000 shares of
our common stock having an exercise price of $2.00 per share, with an expiration
date of March 15, 2008 to Phoenix Investors LLC in consideration for the
performance of consulting services. Phoenix Investors LLC is controlled by
Irrevocable Children's Trust of which Mr. Marks, our Director, is the trustee
with sole voting and dispositive powers. These warrants have now been canceled
with the mutual consent of Phoenix Investors LLC and the Company.

On April 22, 2003, we issued Mr. Lawrence McFall, then a Director and
Executive Vice President of the Company, 15,000 shares of Company common stock
in exchange for services performed by Mr. McFall. Mr. McFall resigned as a
Director and as Executive Vice President on April 30, 2003.

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

On March 15, 2003 we issued 150,000 shares of common stock to Mr. Andrew
Glashow, our former President and director at a price of $0.01 per share in
exchange for consulting services. These shares were issued without registration
under the Securities Act in reliance upon the exemptions from the registration
provisions thereof, contained in Section 4(2) of the Securities Act. Mr. Glashow
is also a managing director of Star Associates LLC, a company co-owned by Mr.
Glashow and Mr. Robert Ciri, our former Chairman and Chief Executive Officer.

On April 22, 2003, we issued Mr. Alfred Covino 25,000 shares of Company
common stock pursuant to an employment agreement between the Company and Mr.
Covino dated as of February 26, 2003.

On May 27, 2003, we issued Mr. Joseph Thoman 25,000 shares of Company
common stock pursuant to an employment agreement between the Company and Mr.
Thoman dated as of May 21, 2003.

On July 24, 2003 the Company granted non-qualified options to purchase
315,000 shares of common stock to a total of five of our employees which options
have an exercise price of $0.75 per share and vest in equal annual installments
over a five-year period from the date of grant. These options were issued
without consideration therefore and, as none of such employees is an accredited
investor, as defined in Rule 501 (a) of Regulation D, such options are not
exercisable until a registration statement under the Securities Act relating to
such issuance shall be effective under such act.

On July 24, 2003, we granted warrants to purchase 1,100,000 shares of our
common stock to SBI-USA in exchange for consulting services. These warrants have
an exercise price of $0.75 per share, contain cashless exercise provisions, and
have an expiration date of July 24, 2005. These warrants were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

On July 29, 2003, Irrevocable Children's Trust issued warrants to purchase
1,000,000 shares of common stock to each of Robert E. Ciri, our then Chairman
and Chief Executive Officer and a Director, and Andrew J. Glashow, our then
President and a Director, each having an exercise price of $0.50 per share,
which expire on July 29, 2006.

On August 18, 2003, Irrevocable Children's Trust granted 150,000 shares of
common stock to Trilogy Capital Partners Inc. on behalf of the Company pursuant
to a Consulting Agreement between the Company, Trilogy Capital Partners Inc. and
Irrevocable Children's Trust dated as of August 18, 2003.

On January 1, 2004, we granted 250,000 warrants to Kenneth L. Shirley, our
Chief Executive Officer, at $0.77 per share, which expire on January 1, 2007.

On February 4, 2004, we entered into settlement agreements (the
"Settlement Agreements") with Irrevocable Children's Trust and each of Robert
Ciri and Andrew Glashow in connection with their resignations as officers and
directors of us and our subsidiaries. Under the Settlement Agreements,
Irrevocable Children's Trust agreed to deliver 250,000 shares of our common
stock upon delivery and surrender on or prior to December 31, 2005, by either
Mr. Ciri or Mr. Glashow of their respective warrants to purchase 1,000,000
shares of our common stock from Irrevocable Children's Trust.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 30, 2003 with
respect to the beneficial ownership of the outstanding shares of our common
stock by (i) each person known by us to beneficially own five percent (5%) or
more of the outstanding shares; (ii) our officers and directors; and (iii) our
officers and directors as a group.

As used in the table below, the term "BENEFICIAL OWNERSHIP" means the sole
or shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated.

NAME AND ADDRESS OF SHARES OF COMMON STOCK PERCENTAGE OF CLASS
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
- --------------------------------- ---------------------- ---------------------

David M. Marks 9,029,352(2) 54.5%
c/o Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

Robert E. Ciri 1,165,200(3) 6.6%
c/o Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

Joel Gold 328,000(4) 2.0%
c/o Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

Kenneth L. Shirley --(5) --
c/o Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

Andrew Glashow 1,165,200(6) 6.6%
c/o Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

Irrevocable Children's Trust 9,057,120(7) 54.8%
1818 North Falwell Avenue
Milwaukee, WI 53202

All Directors and Executive Officers 11,765,520 62.9%
as a Group (5 persons) (2)(4)(5)(6)(7)

- ----------
(1) Applicable percentage of ownership is based on 16,522,223 shares of common
stock outstanding as of November 30, 2003, together with securities
exercisable or convertible into shares of common stock within 60 days of
November 30, 2003 for each stockholder, as applicable. Beneficial
ownership is determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to securities.
Shares of common stock subject to securities exercisable or convertible
into shares of common stock that are currently exercisable or exercisable
within 60 days of August 31, 2003 are deemed to be beneficially owned by
the person holding such options for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.

(2) Includes (i) 8,907,120 shares held by Irrevocable Children's Trust, of
which Mr. Marks is the trustee with voting and dispositive powers with
respect to the shares of common stock that it holds directly or
indirectly; (ii) 72,232 shares held by Irrevocable Children's Trust No.2
of which Mr. Marks is the trustee with voting and dispositive powers with
respect to the shares of common stock that it holds directly or
indirectly; and (iii) options to purchase 50,000 shares of common stock at
an exercise price of $0.75 with an expiration date of July 24, 2008 issued
to Mr. Marks on December 18, 2002. On July 29, 2003, Irrevocable
Children's Trust granted (i) warrants exercisable for an aggregate of
1,000,000 shares of the Company's common stock to each of Mr. Ciri and Mr.
Glashow having an exercise price of $0.50 per shares and an expiration
date of July 29, 2006, in order to induce them to become our employees and
serve in their respective capacities with us and (ii) warrants exercisable
for an aggregate of 500,000 shares of the Company's common stock to
SBI-USA to purchase at an exercise price of $0.38 in return for consulting
services, which warrants expire on July 24, 2004.

(3) Includes (i) 100,000 shares of common stock granted to Mr. Ciri in
consideration of consulting services; (ii) 15,200 shares purchased by Star
Associates, LLC of which Mr. Ciri is a member in the Private Placement;
(iii) warrants to purchase up to 1,000,000 shares of common stock at an
exercise price of $0.50 and an expiration date of July 29, 2006 issued to
Mr. Ciri by Irrevocable Children's Trust in order to induce Mr. Ciri to
enter into an employment agreement dated as of July 29, 2003 and (iv)
options to purchase 50,000 shares of common stock at an exercise price of
$0.75 with an expiration date of July 24, 2008 issued to Mr. Ciri on July
24, 2003. Mr. Ciri resigned as an executive officer effective December 31,
2003 and as a director, effective February 4, 2004. Such resignations were
not the result of any disagreement with the Board.

(4) Includes 228,000 shares of common stock purchased by Mr. Gold in the
Private Placement and 50,000 shares of common stock issued to Mr. Gold in
return for his investment in 24% Promissory Notes issued by our subsidiary
Titan PCB East, Inc; and (ii) options to purchase 50,000 shares of common
stock at an exercise price of $0.75 with an expiration date of July 24,
2008 issued to Mr. Gold on July 24, 2003. Mr. Gold resigned as a director
effective February 9, 2004. Such resignation was not the result of any
disagreement with the Board.

(5) On January 1, 2004, we granted 250,000 warrants to Kenneth L. Shirley, our
President and Chief Executive Officer, at $0.77 per share, which expire on
January 1, 2007. These warrants were excluded from the calculation
included in the table above which reflected the beneficial ownership as of
November 30, 2003.

(6) Includes (i) 150,000 shares of common stock granted to Mr. Glashow
pursuant to a consulting agreement dated March 15, 2003; (ii) 15,200
shares purchased by Star Associates, LLC of which Mr. Glashow is a member
in the Private Placement; and (iii) warrants to purchase up to 1,000,000
shares of common stock at an exercise price of $0.50 and an expiration
date of July 29, 2006 issued to Mr. Glashow by Irrevocable Children's
Trust in order to induce Mr. Glashow to enter into an employment agreement
dated as of July 29, 2003. Mr. Glashow resigned as an executive officer
effective January 31, 2004 and as a director effective February 4, 2004.
Such resignations were not the result of any disagreement with the Board.

(7) Represents (i) 5,800,000 shares of common stock issued to Irrevocable
Children's Trust in connection with the Merger; (ii) 137,334 shares issued
to Irrevocable Children's Trust in consideration for the cancellation of
$103,000 of indebtedness of Titan PCB West; (iii) 2,321,296 shares of
common stock distributed to Irrevocable Children's Trust from Ohio
Investors of Wisconsin LLC; (iv) 668,000 shares of common stock
distributed to Irrevocable Children's Trust from SVPC Partners LLC; (v)
123,823 shares held by Phoenix Business Trust, which is controlled by
Irrevocable Children's Trust; and (vi) 6,667 shares held by Forest Home
Investors I, LLC, which is controlled by Irrevocable Children's Trust.
Effective July 24, 2003, Irrevocable Children's Trust granted (i) warrants
exercisable for an aggregate of 1,000,000 shares of our common stock to
each of Mr. Ciri and Mr. Glashow having an exercise price of $0.50 per
shares and an expiration date of July 29, 2006, in order to induce them to
become our employees and serve in their respective capacities with us; and
(ii) warrants exercisable for an aggregate of 500,000 shares of the our
common stock to SBI-USA to purchase at an exercise price of $0.38 in
return for consulting services, which warrants expire on July 24, 2004.

SELLING SECURITY HOLDERS

The following table sets forth the number of shares that may be offered
for sale from time to time by the selling stockholders. The shares offered for
sale are currently issued and constitute all of the shares known to us to be
beneficially owned by the respective selling stockholders. None of the selling
stockholders has held any position or office with us, nor are any of the selling
stockholders associates or affiliates of any of our officers or directors,
except as indicated. Except as indicated below, no selling stockholder is the
beneficial owner of any additional shares of common stock or other equity
securities issued by us or any securities convertible into, or exercisable or
exchangeable for, our equity securities.

SHARES OF COMMON PERCENTAGE OF COMMON SHARES OF COMMON PERCENTAGE OF
STOCK OWNED STOCK BENEFICIALLY SHARES OF STOCK OWNED COMMON STOCK
PRIOR TO THE OWNED PRIOR TO THE COMMON STOCK AFTER THE OWNED AFTER THE
SELLING STOCKHOLDER (1) OFFERING OFFERING TOBE SOLD OFFERING (1) OFFERING
---------------- -------------------- ------------ ---------------- ---------------

Laurus Master Fund Ltd. 6,950,000(2) 29.5% 6,950,000 -- --
Crescent Fund, Inc. 150,000 0.9% 150,000(3) -- --
Joseph Py 600,000 3.6% 600,000 -- --

(1) Assumes that all of the shares of common stock offered in this
prospectus are sold and no other shares of common stock are sold or acquired
during the offering period.

(2) Represents maximum shares of common stock issuable to Laurus Master
Fund Ltd. upon conversion of outstanding indebtedness to Laurus Master Fund Ltd.
As of January 29, 2004, we had $4,611,162 of such indebtedness. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations and Plan of Operations - Liquidity and Capital Resources - Laurus
Transactions."

(3) The referenced holder has agreed that such securities shall be
eligible for resale at the rate of 1/6 per month for each of the six months
immediately following the effectiveness of the registration statement of which
this prospectus forms a part.

DESCRIPTION OF SECURITIES

The Company has one class of securities authorized, consisting of
950,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors. Stockholders of
the Company have no pre-emptive rights to acquire additional shares of common
stock or other securities. The common stock is not subject to redemption rights
and carries no subscription or conversion rights. All shares of the common stock
now outstanding are fully paid and non-assessable.

NO PROVISIONS LIMITING CHANGE OF CONTROL

There is no provision in the Company's Articles of Incorporation or Bylaws
that would delay, defer, or prevent a change in control of the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Interwest
Transfer Co., Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.

OPTIONS, WARRANTS OR CALLS

On July 29, 2002, we granted warrants to purchase up to 350,000 shares of
our common stock at an exercise price of $2.00 per share, with an expiration
date of August 31, 2007 to STAR Associates, LLC in consideration for the
performance of consulting services. On March 15, 2003, pursuant to an addendum
to the Star Consulting Agreement, we granted Star Associates, LLC additional
warrants to purchase up to 200,000 shares of common stock at an exercise price
of $2.00 per share, with an expiration date of March 15, 2008. These warrants
were canceled with the mutual consent of Star Associates LLC and the Company.

On August 6, 2002, Titan PCB West granted to Mr. Louis George options to
purchase up to 350,000 shares of Titan PCB West common stock at an exercise
price of $1.50 per share, with an expiration date of July 31, 2007, as partial
compensation under his employment agreement with Titan PCB West dated as of
August 6, 2002. Upon consummation of the Merger, we issued replacement options
to Mr. George with substantially identical terms and conditions. These options
have since been canceled with the mutual consent of Mr. George and the Company.

Effective as of August 12, 2002, Titan PCB West granted to Mr. Stephen
Saul Kennedy, its vice president-sales, options to purchase up to 360,000 shares
of Titan PCB West common stock at an exercise price of $1.50 per share, with an
expiration date of July 31, 2007, as partial consideration for his services as
an employee of Titan PCB West. Upon consummation of the Merger, we issued
replacement options to Mr. Kennedy with substantially identical terms and
conditions.

On September 30, 2002, we granted non-qualified options to purchase
480,000 shares of common stock to employees of the Company in connection with
the Merger which options have an exercise price of $1.50 per share and vest in
equal annual installments over a five-year period from the date of grant. As a
result of certain of the termination of the employment relationship between us
and certain of these individuals only 240,000 of these options remain
outstanding.

On November 15, 2002, we issued a warrant, exercisable only in whole and
not in part, to purchase 25,000 shares of common stock for an aggregate purchase
price of $100,000 issued to William Mark in exchange for consulting services.

On December 18, 2002, we granted two options, each to purchase 50,000
shares (an aggregate of 100,000 shares) of its common stock having an exercise
price of $1.50 per share and an expiration date of December 18, 2007, 100%
vested on the date of grant, to Messrs. Robert Weisberg and Gregory Jacobs,
former directors of the Company.

On December 18, 2002, we granted options to purchase 50,000 shares of our
common stock to David Marks having an exercise price of $1.50 per share and an
expiration date of December 18, 2007, 100% vested on the date of grant.

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

On July 24, 2003, we granted options to purchase 50,000 shares of our
common stock to Mr. Robert E. Ciri, Mr. Lawrence McFall, Mr. Joel Gold and Mr.
James E. Patty for a total of 200,000 shares having an exercise price of $0.75
per share and an expiration date of July 24, 2008, 100% vested on the date of
grant.

On December 31, 2003, the 315,000 options granted on July 24, 2003 were
all cancelled and 335,000 were issued to certain employees. These options were
issued at $.075 per share and have an expiration date of December 31, 2008.

On January 1, 2004, we granted 250,000 warrants to Kenneth L. Shirley, our
Chief Executive Officer, at $0.77 per share, which expire on January 1, 2007.

PLAN OF DISTRIBUTION

We have filed the registration statement of which this prospectus forms a
part with respect to the sale of the shares by the selling stockholder. There
can be no assurance, however, that the selling stockholder will sell any or all
of the offered shares.

We will not use the services of underwriters or dealers in connection with
the sale of the shares registered hereunder. we will pay all expenses of
registration incurred in connection with this offering, but the selling
stockholder will pay all brokerage commission and other similar expenses
incurred by it.

The selling stockholder may sell our common stock at prices then
prevailing or related to the then current market price, or at negotiated prices.
The offering price may have no relationship to any established criteria or
value, such as back value or earnings per share. Our shares are traded on the
OTC Bulletin Board, the symbol is TTGH.

In offering and selling the shares, the selling stockholder will act as
principals for its own accounts and may sell the shares through public or
private transactions, on or off established markets, at prevailing market prices
or at privately negotiated prices. The selling stockholder will receive all of
the net proceeds from the sale of the shares and will pay all commissions and
underwriting discounts in connection with their sale.

The distribution of the shares by the selling stockholder is not subject
to any underwriting agreement. We expect that the selling stockholder will sell
the shares through customary brokerage channels, in private sales, or in
transactions under Rule 144 under the Securities Act. The selling stockholder
and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act, and the
commissions or discounts and other compensation paid to those persons could be
regarded as underwriters compensation.

From time to time, the selling stockholder may engage in short sales,
short sales against the box, puts and calls and other transactions in our common
shares, and will be able to sell and deliver the shares in connection with those
transactions or in settlement of securities loans. In effecting sales, brokers
and dealers engaged by the selling stockholder may arrange for other brokers or
dealers to participate in those sales. Brokers or dealers may receive
commissions or discounts from the selling stockholder (or, if any such broker
dealer acts as agent for he purchaser of those shares, from the purchaser) in
amounts to be negotiated (which are not expected to exceed those customary in
the types of transactions involved). Brokers and dealers may agree with the
selling stockholder to sell a specified number of shares at a stipulated price
per share and, to the extent those brokers and dealers are unable to do so
acting as agent for a selling stockholder, to purchase as principal any unsold
shares at the price required to fulfill the broker dealer commitment to a
selling stockholder.

At the time a particular offer of the shares is made, to the extent it is
required, we will distribute a supplement to this prospectus that will identify
and set forth the aggregate amount of shares being offered and the terms of the
offering. A selling stockholder may sell shares at any price. Sales of the
shares at less than market price may depress the market price of our common
stock. Subject to applicable securities laws, the selling stockholder will
generally not be restricted as to the number of shares that they may sell at any
one time, and it is possible that a significant number of shares could be resold
at the same time.

The selling stockholder and any other person participating in the
distribution of the shares will also be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations promulgated under
it, including, without limitation, Regulation M, which may limit the timing

of purchases and sales of the shares by the selling stockholder and any other
person. Furthermore, Regulation M of the Securities Exchange Act of 1934 may
restrict the ability of any person engaged in the distribution of the shares to
engage in market-making activities with respect to the particular shares being
distributed for a period of up to five business days prior to the commencement
of the distribution. All of the foregoing may affect the marketability of the
shares and the ability of any person or entity to engage in market-making
activities with respect to the shares.

To comply with certain states securities laws, if applicable, the shares
may be sold in those jurisdictions only through registered or licensed brokers
or dealers. In certain states the shares may not be sold unless a selling
stockholder meets the applicable state notice and filing requirements.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for us by Leonard Nielson, Esq., Salt Lake City, Utah.

EXPERTS

The financial statements and schedules included in this prospectus and
elsewhere in the registration statement to the extent and for the periods
indicated in their reports have been audited by Stonefield Josephson, Inc.,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On September 16, 2002, as a result of the Merger, the Board of Directors
dismissed Mantyla McReynolds LLC, which served as our independent public
accountants since August 22, 2001 until the Merger and engaged Stonefield
Josephson, Inc. The decision to retain this accountant was approved by the Board
of Directors. During our two most recent fiscal years prior to the date of
engagement, and the subsequent interim period prior to engaging this accountant,
neither we (nor someone on our behalf) consulted the newly engaged accountant
regarding any matter.

The reports issued by Mantyla McReynolds LLC on the financial statements
prior to the Merger for the past two fiscal years of the Registrant did not
contain an adverse opinion nor a disclaimer of opinion, and were not qualified
or modified as to audit scope or accounting principles, however, their opinion
on the financial statements for the years ended June 30, 2002 and 2001 contained
an uncertainty that stated "the accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company has accumulated
losses from operations, minimal assets, and a net working capital deficiency
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."

In connection with our audits for the years ended June 30, 2002 and 2001,
and during the subsequent interim period preceding the dismissal there were no
disagreements with on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Mantyla McReynolds LLC,
would have caused Mantyla McReynolds LLC to make reference thereto in their
report on the financial statements for such years or such interim periods.

Insofar as indemnification for liabilities under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by our
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter as been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2, including the exhibits, schedules, and amendments to
this registration statement, under the Securities Act with respect to the shares
of common stock to be sold in this offering. This prospectus does not contain
all the information set forth in the registration statement. For further
information with respect to us and the shares of common stock to be sold in this
offering, we make reference to the registration statement. Although this
prospectus contains all material information regarding us, statements contained
in this prospectus as to the contents of any contract, agreement, or other
document referred to are not necessarily complete, and in each instance we make
reference to the copy of such contract, agreement, or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference.

We are subject to the information and reporting requirements of the
Exchange Act and, in accordance with this act, file periodic reports, proxy
statements, and other information with the Securities and Exchange Commission.
You may read and copy all or any portion of the aforementioned registration
statement, as well as such periodic reports, proxy statements, or any other
information at the Securities and Exchange Commission's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the Securities and
Exchange Commission. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our Securities and Exchange Commission filings, including the
registration statement, are also available to you on the Securities and Exchange
Commission's Web site (http://www.sec.gov).

INDEX TO FINANCIAL STATEMENTS

THREE MONTHS ENDED NOVEMBER 30, 2003 AND 2002 PAGE
Condensed Consolidated Balance Sheet F-2
Condensed Consolidated Statements of Operations F-3
Condensed Consolidated Statements of Cash Flows F-4
Notes to Consolidated Financial Statements F-6

YEARS ENDED AUGUST 31, 2003 AND 2002 PAGE
Independent Auditors' Report F-13
Consolidated Balance Sheet F-14
Consolidated Statements of Operations F-15
Consolidated Statements of Stockholders' Deficits F-16
Consolidated Statements of Cash Flows F-17
Notes to Consolidated Financial Statements F-18

F-1

VENTURES-NATIONAL INCORPORATED
(DBA TITAN GENERAL HOLDINGS, INC.)
CONDENSED CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2003
(IN THOUSANDS)
(UNAUDITED)

ASSETS

Current assets:

Cash and cash equivalents $ 114

Accounts receivable, net 2,432

Inventory 496

Deferred loan cost 421

Prepaid expenses and other current assets 43
--------
Total current assets 3,506

Equipment and improvements, net 2,712

Intangible assets, net 34

Other assets 155
--------
Total assets $ 6,407
--------
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Current portion of long term debt $ 610

Lines of credit 1,235

Accounts payable - trade 1,764

Accrued liabilities 829

Warrant liabilities 393
--------
Total current liabilities 4,831

Long-term debt, net of current portion, 1,590
including $428,000 to related parties
--------
Total liabilities 6,421

Stockholders' deficit:

Common stock, $0.001 par value, 950,000,000 shares 16
authorized, 16,522,223 shares issued and outstanding

Additional paid-in capital 10,848

Deferred compensation (1,089)

Accumulated deficit (9,789)
--------
Total stockholders' deficit (14)
--------
Total liabilities and stockholders' deficit $ 6,407
========

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

F-2

VENTURES-NATIONAL INCORPORATED
(DBA TITAN GENERAL HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
[GRAPHIC OMITTED]

THREE MONTHS THREE MONTHS
ENDED 11/30/03 ENDED 11/30/02
-------------- --------------
Net sales $3,482 $2,077
Cost of sales 3,101 1,965
---------- ---------
Gross profit 381 112
Sales and marketing 343 248
General and administrative 1,128 921
---------- ---------
Loss from operations (1,090) (1,057)
Interest expense (692) (57)
Miscellaneous 201 1
---------- ---------
Loss before income taxes (1,581) (1,113)
Provision for income taxes -- --
---------- ---------
Net loss $(1,581) $(1,113)
---------- ---------
Net loss per share:
Basic and Diluted $(0.10) $(0.15)

Weighted average number of shares outstanding:

Basic and Diluted 15,823,899 7,428,163
---------- ---------

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

F-3

VENTURES-NATIONAL INCORPORATED
(DBA TITAN GENERAL HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
--------------

THREE MONTHS ENDED
11/30/03 11/30/02
----------------------
Cash flows from operating activities:

Net loss $(1,581) $(1,113)

Adjustments to reconcile net loss to net cash
provided by operating activities:

Non cash compensation 548 428

Amortization of deferred compensation 485 --

Accrued expenses to be converted into notes payable 168 --

Change in warrant valuation 85 --

Depreciation 143 91

Amortization 3 3

Gain on debt extinguishment (349) --

Changes in operating assets and liabilities:

Accounts receivable (786) 25

Inventory (88) 35

Prepaid expenses and other current assets 7 17

Other assets (1) (7)

Accounts payable (137) 1

Accrued liabilities (140) 110
----------------------
Net cash used in operating activities (1,643) (410)
- --------------------------------------------------------------------------------
Cash flows from investing activities:

Capital expenditures (104) (138)
----------------------
Net cash used in investing activities (104) (138)

Cash flows from financing activities:

Borrowings on line of credit, net of loan cost 1,696 202

Borrowings on long-term debt, net of loan cost 1,993 --

Proceeds from issuance of common stock 667 765

Payments of long-term debt (412) --

Payments of capital lease obligations (85) (1)

Payments to related parties (743) (17)

Payments on former lines of credit (1,352) --
----------------------
Net cash provided by financing activities 1,764 949

Net (decrease) increase in cash 17 401

Cash and cash equivalents at beginning of period 97 77
----------------------
Cash and cash equivalents at end of period $114 $478
----------------------

F-4

VENTURES-NATIONAL INCORPORATED
(DBA TITAN GENERAL HOLDINGS, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(IN THOUSANDS)
(UNAUDITED)
--------------

THREE MONTHS ENDED
11/30/03 11/30/02
-------- --------
Supplementary cash flow disclosures:

Interest paid $147 $57
Income tax paid $ -- $ --

Non cash activities:

Issuance of stock to pay off loans $98 $ --
Issuance of common stock for debt conversion $ -- $300

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

F-5

VENTURES-NATIONAL INCORPORATED
(DBA TITAN GENERAL HOLDINGS, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

These unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual Report to Shareholders on Form 10-KSB for the
fiscal year ended August 31, 2003 as filed with the Securities and Exchange
Commission on December 10, 2003. All significant intercompany accounts and
transactions have been eliminated in preparation of the condensed consolidated
financial statements.

As of November 30, 2003, Titan had a working capital deficit of $1,325000 and
an accumulated deficit of $9,789,000.

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

NATURE OF BUSINESS

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

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

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

F-6

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

RECENTLY ISSUED ACCOUNTING STANDARDS

During October 2003, the FASB issued Staff Position No. FIN 46, deferring the
effective date for applying the provisions of FIN 46 until the end of the first
interim or annual period ending after December 31, 2003 if the variable interest
was created prior to February 1, 2003 and the public entity has not issued
financial statements reporting that variable interest entity in accordance with
FIN 46. The FASB also indicated it would be issuing a modification to FIN 46
prior to the end of 2003. Accordingly, the Company has deferred the adoption of
FIN 46 with respect to VIEs created prior to February 1, 2003. Management is
currently assessing the impact, if any, FIN 46 may have on the Company; however,
management does not believe there will be any material impact on its
consolidated financial statements, results of operations or liquidity resulting
from the adoption of this interpretation.

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. The number of outstanding shares and weighted average shares
reflect a stock split of 3,866.667 to 1 effected February 22, 2002. As of
November 30, 2003, Titan had approximately 1,215,000 common stock equivalent
shares.

NOTE 3. INVENTORY

Inventory (in thousands) at November 30, 2003 consisted of the following:

Raw materials and finished subassemblies $180
Work in process 261
Finished goods 55
--------
Total $496
--------
NOTE 4. LOANS AND NOTES PAYABLE

NOTES PAID OFF DURING THE QUARTER ENDED NOVEMBER 30, 2003

On June 28, 2002, the Company entered into a loan and security agreement (the
"Alco Agreement") with Alco Financial Services ("Alco"), an entity owned by an
individual who subsequently became a member of its Board of Directors at the
time, and paid a loan fee of $24,000 which is being amortized to interest
expense at $2,000 per month. Under the terms of the Alco Agreement, the Company
can borrow up to the sum of (1) 80% of the net face value of the Titan PCB West
Inc.'s eligible accounts receivable, plus (2) the lesser of (i) $100,000 or (ii)
50% of eligible inventory. The Alco Agreement carries an interest rate of the
greater of (a) 3.5% over the prime rate, which is defined as the prime rate
stated on the Wall Street Journal, (b) interest rate at the date of the loan
agreement, 8.25% or (c) a minimum monthly interest charge of $7,500. The
Agreement originally matured on June 28, 2003 and extended to December 2003, and
is secured by all accounts receivable and inventory of the Titan PCB West, Inc.
The Company is subject to certain restrictions and covenants under the Alco
Agreement. During the quarter ended November 30, 2003, this loan was retired and
no balance remains.

F-7

On May 9, 2003, the Company entered into a loan and security agreement (the
"Equinox Agreement") with Equinox Business Credit Corp. ("Equinox"), and paid a
loan fee of $19,000 which was expensed during the year. Under the terms of the
Equinox Agreement, the Company can borrow up to the sum of (1) 70% of the net
face value of the Titan PCB East Inc.'s eligible accounts receivable, plus (2)
$400,000 against the eligible property and equipment. The Equinox Agreement
carries an interest rate of the greater of (a) 3.5% over the prime rate, which
is defined as the prime rate stated on the Wall Street Journal, (b) interest
rate at the date of the loan agreement, 8.25% or (c) a minimum monthly interest
charge of $7,500. The Agreement matured on June 28, 2005 and is secured by all
accounts receivable and inventory of the Titan PCB East, Inc. This loan was
retired during the quarter ended November 30, 2003 and there is no remaining
balance.

The Company received $400,000 advances from a related party during the
quarter ended November 30, 2003. As part of the agreement, the Company agreed to
issue 600,000 shares to this related party. The Company expensed $414,000 as
interest expense related to this issuance. The Company paid off the advances
during the quarter ended November 30, 2003.

REVOLVING LINE OF CREDIT

On November 20, 2003, we entered into a Security Agreement (the "Security
Agreement") with Laurus Master Fund, Ltd. ("Laurus"), pursuant to which we may
borrow from Laurus such amount as shall equal 85% of our eligible accounts
receivable and inventory as prescribed by the terms of the Security Agreement up
to a maximum of $4,000,000. Pursuant to the Security Agreement, we issued to
Laurus a (i) Secured Revolving Convertible Note (the "Revolving Note") in the
principal amount of up to $2,500,000 and (ii) Secured Convertible Minimum
Borrowing Note (the "Initial Minimum Borrowing Note" and together with any other
Minimum Borrowing Notes issued under the Security Agreement, the "Minimum
Borrowing Notes") in the original principal amount of $1,500,000. Additional
Minimum Borrowing Notes shall be issued as and when the Company is eligible and
elects to make additional borrowings under the Revolving Note.

In connection with the issuance of the Revolving Note and the Initial Minimum
Borrowing Note pursuant to the Security Agreement, we issued to Laurus a warrant
(the "First Warrant") to purchase up to 600,000 shares of our common stock, par
value $0.001 per share ("Common Stock"), having an exercise price of $0.83 per
share for the first 250,000 shares of Common Stock acquired under such warrant,
$0.90 per share for the next 200,000 shares of Common Stock acquired thereunder,
and a price of $0.97 per share for any additional shares of Common Stock
acquired thereunder. The First Warrant expires on November 20, 2010 and has a
cashless exercise provision. The fair value of these warrants totaling
approximately $211,000 was computed using the Black-Scholes model under the
following assumptions: (1) expected life of 3 years; (2) volatility of 85% (3)
risk free interest of 4.17% and (4) dividend of 0%. The revolving lines mature
on November 2006. The Company can elect to pay the outstanding loan balance in
shares of common stock at a fixed conversion price of $0.77 which was amended to
$0.60 retroactively to the date of the agreement. If the closing price of the
Company's stock for any of the 10 trading days preceding the repayment date is
less than the conversion price, the Company shall pay cash instead. In addition,
since this debt is convertible into equity at the option of the note holder at
beneficial conversion rates, an embedded beneficial conversion feature was
recorded as a debt discount and will be amortized using the effective interest
rate method over the life of the debt in accordance with EITF 00-27. Total cost
of beneficial conversion feature of $475,000 and the relative fair value of the
warrants of $190,000 are recorded as a discount of the lines of credit.. For the
quarter ended November 30, 2003, the amortization of the discount is immaterial
to the accompanying financial statements.

As of November 30, 2003, we had borrowed an aggregate of approximately $1.9
million under the Security Agreement. A discount consisting of fair value of
warrants totaling $190,000 and a beneficial conversion feature of $475,000 was
recorded as a reduction of the loan balance as of November 30, 2003.

F-8

TERM NOTE

The fair value of the these warrants totaling $125,000 was computed using the
Black-Scholes model under the following assumptions: (1) expected life of 3
years; (2) volatility of 85% (3) risk free interest of 4.17% (4) dividend of 0%.
The term loan is payable in monthly payments. The Company can elect to pay all
or a portion of the monthly amount in shares of common stock at a fixed
conversion price of $0.77 which was amended to $0.60 retroactively to the date
of the agreement. If the closing price of the Company's stock for any of the 10
trading days preceding the repayment date is less than 110% of the fixed
conversion price, the Company shall pay cash instead. In addition, since this
debt is convertible into equity at the option of the note holder at beneficial
conversion rates, an embedded beneficial conversion feature was recorded as a
debt discount and will be amortized using the effective interest rate method
over the life of the debt in accordance with EITF 00-27. Total cost of
beneficial conversion feature of $433,000 and the relative fair value of the
warrants of $118,000 are recorded as a discount of the lines of credit/term
loan. For the quarter ended November 30, 2003, the amortization of the discount
is immaterial to the accompanying financial statements.

As of November 30, 2003, we had borrowed an aggregate of approximately $2.1
million under the Security Agreement. A discount consisting of fair value of
warrants totaling $118,000 and a beneficial conversion feature of $433,000 was
recorded as a reduction of the loan balance as of November 30, 2003.

GENERAL TERMS TO BOTH LAURUS NOTES

The outstanding principal and accrued interest under each Notes is
convertible, at the holder's option, into shares of our Common Stock at a
conversion price equal to $0.77 per share (the "Fixed Conversion Price"),
subject to certain adjustments upon reclassifications, stock splits,
combinations, stock dividends and similar events as well as downward adjustment
upon an issuance of shares of Common Stock by the Company at a price per share
below the then current Fixed Conversion Price, upon which issuance the Fixed
Conversion Price shall be adjusted to equal such lower issue price (subject to
certain exceptions set forth in the Notes). The fixed conversion price was
subsequently amended to $0.60 per share. Each Note may be prepaid by us in cash
by paying to the holder 115% of the principal and related accrued and unpaid
interest thereon being prepaid. In addition, the Convertible Term Note may be
prepaid at our option in shares of Common Stock if and to the extent the average
closing price of the

F-9

Common Stock is greater than 110% of the Fixed Conversion Price for at least
5 consecutive trading days, subject to certain limitations.

Our obligations under the Security Agreement, SPA and the Notes are secured
by a pledge by us of shares representing 100% of the share capital of our
wholly-owned subsidiaries Titan PCB East, Inc. and Titan PCB West, Inc.
(collectively, the "Subsidiaries"), a guaranty of such obligations by each of
the Subsidiaries, and the grant of a security interest by each of the
Subsidiaries in their respective assets.

Laurus shall not be entitled to be issued shares of Common Stock in repayment
of any portion of the Notes or upon exercise of either of the Warrants if and to
the extent such issuance would result in Laurus and its affiliates beneficially
owning more than 4.99% of the issued and outstanding Common Stock upon such
issuance, unless Laurus shall have provided at least 75 days' prior written
notice to us of its revocation of such restriction.

We are obligated, pursuant to two Registration Rights Agreements each between
us and Laurus dated November 20, 2003 to file a registration statement with the
Securities and Exchange Commission to register the shares of Common Stock
issuable upon conversion of the Notes (excluding Minimum Borrowing Notes not yet
issued) and the Warrants on or before December 20, 2003 or, with respect to the
future Minimum Borrowing Notes, within 30 days following the issuance thereof,
and to use our best efforts to cause such registration statement to become
effective within 90 days following the relevant filing date. To the extent,
subject to certain conditions set forth in the Registration Rights Agreements,
either (i) we fail to make such initial filing, (ii) the relevant registration
statement is not declared effective by the Commission within 90 days of such
filing, (iii) such registration statement ceases to be effective as to the
securities to have been covered thereby for a period of 20 consecutive trading
days or 30 days total in any 365 day period commencing on the effective date of
such registration statement, or (iv) our Common Stock ceases to be traded on any
trading market for a period of three consecutive trading days which has not been
cured within 30 days of notice thereof, then we shall be liable to pay to
Laurus, as liquidated damages, for each 30-day period during which the relevant
default remains uncured 1.0% of the original amounts for the convertible term
note and 2% of the original amounts of the borrowing note and revolving note.
Pursuant to EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock", approximately $117,000
for the convertible term note and $190,000 for the borrowing note and revolving
note, the relative fair values of the warrants totaling $307,000, have been
recorded as a short-term liability until the Company has obtained an effective
registration statement for these shares. At January 12, 2003, the Company had
not filed such a registration statement and Laurus has notified the Company that
it will charge the Company 1.0% on the $3.6 million amount to be registered and
will make this penalty payable in stock. This amount will be added to the first
conversion which occurs once the registration statement is effective .

In addition, the Company is required to report a value of the warrant as a
fair market value and record the fluctuation to the fair value of the warrant
liability to current operations. The increase of fair value for these warrants
totaling $85,000 from November 20, 2003 to November 30, 2003 was recorded as
warrant liabilities.

As of November 30, 2003, we had borrowed a total of approximately $4.0
million from Laurus, of which approximately $3.0 million was used to repay
outstanding indebtedness, $260,000 was used to pay transaction fees relating to
the borrowing facility, approximately $250,000 was used to satisfy outstanding
trade payables, and the remaining $490,000 was used as working capital for the
Company.

NOTES PAYABLE TO RELATED PARTIES

In November 2003, the Company entered into agreements with three related
parties to convert outstanding loans and payables to 3-year term loans carrying
an interest rate of prime plus 3%. As of November 30, 2003, outstanding loan
balances due to these related parties totaled $428,000.

F-10

NOTE 5. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. Through November
30, 2003, the Company has not been able to generate sufficient revenue from its
operations to cover its costs and operating expenses. Although the Company has
been able to issue its common stock through private placements to raise capital
in order to fund its operations, it is not known whether the Company will be
able to continue this practice, or be able to obtain other types of financing or
if its revenue will increase significantly to be able to meet its cash operating
expenses. This, in turn, raises substantial doubt about the Company's ability to
continue as a going concern. Management anticipates revenue to grow as a result
of additional products offered to its customers after the move to its new
facility. Management believes that the private equity financing and new product
offerings will enable the Company to generate positive operating cash flows and
continue its operations. However, no assurances can be given as to the success
of these plans. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

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 measurement date, no compensation expense related
to grants of stock options to employees has been recorded.

Had the Company chosen the fair value method of accounting for transactions
involving stock option issuance to employees pursuant to SFAS No. 123, the
Company would have recorded $0 and $0 in compensation costs for the nine months
ended November 30, 2003 and 2002, respectively, as presented by the proforma
loss statement, as follows:

November 30,
------------------------
2003 2002
--------- ---------
Net loss:
As reported $(1,581) $(1,113)
Compensation recognized under APB 25 -- --
Compensation recognized under SFAS 123 -- --
--------- ---------
Proforma net loss $(1,581) $(1,113)
--------- ---------

Net loss per common share - basic and diluted:
As reported $(0.10) $(0.15)
--------- ---------
Proforma $(0.10) $(0.15)
--------- ---------

F-11

NOTE 7. GAIN ON EXTINGUISHMENT OF DEBT

During the quarter ended November 30, 2003, the Company settled an unpaid
capitial lease obligation with a gain of approximately $349,000 which is
included in miscellaneous income in the accompanying condensed consolidated
statements of operations.

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. In September 2002, a
former employee filed a complaint against the Company alleging wrongful
termination. During the quarter, we have settled this case for $85,000 for which
we had accrued $140,000 which included fees for our lawyers expected to be
approximately $40,000. However, litigation is subject to inherent uncertainties,
and an adverse result in this or other matters could arise form time to time
that may harm Titan's business, financial condition and results of operations.

F-12

INDEPENDENT AUDITORS' REPORT

Board of Directors
Ventures-National, Inc.
(dba Titan General Holdings, Inc.)
Fremont, California

We have audited the accompanying consolidated balance sheet of
Ventures-National, Inc. (dba Titan General Holdings, Inc.) as of August 31,
2003, and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the years ended August 31, 2003 and 2002. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Ventures-National, Inc. (dba Titan General Holdings, Inc.) as of August 31, 2003
and 2002, and the results of its operations and its cash flows for the years
ended August 31, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the accompanying consolidated financial statements, the Company' working
capital deficit and significant operating losses raise substantial doubt about
its ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ STONEFIELD JOSEPHSON, INC.

CERTIFIED PUBLIC ACCOUNTANTS

Irvine, California
December 2, 2003

F-13

VENTURES-NATIONAL INCORPORATED
(D/B/A TITAN GENERAL HOLDINGS, INC.)
CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 2003

ASSETS

Current assets:

Cash $ 96,973

Accounts receivable--trade (less allowance for
doubtful accounts of $65,211 and allowance
for sales returns of $24,000) 1,643,599

Inventory, net 408,189

Prepaid expenses and other current assets 50,241
-----------
Total current assets 2,199,002

Equipment and improvements, net 2,751,648

Intangible assets, net 36,938

Other assets 155,092
-----------
Total assets $ 5,142,680
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Current portion of capitalized lease obligations $ 204,751

Current portion of long-term debt 377,938

Lines of credit 1,352,060

Loans and notes payable to related parties 905,965

Accounts payable--trade 1,940,649

Accrued liabilities 991,850
-----------
Total current liabilities 5,773,213

Capitalized leases less current portion 228,881

Long-term debt less current portion 257,442
-----------
Total liabilities 6,259,536

Commitments and contingencies --

Stockholders' deficit:

Common stock--$0.001 par value; 950,000,000 shares authorized; 14,625
14,624,687 shares issued and outstanding

Additional paid-in capital 9,149,669

Accumulated deficit (8,208,979)

Deferred compensation (2,072,171)
-----------
Total stockholders' deficit (1,116,856)
===========
Total liabilities and stockholders' deficit $ 5,142,680

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

F-14

VENTURES-NATIONAL INCORPORATED
(D/B/A TITAN GENERAL HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED AUGUST 31,
----------------------------
2003 2002
----------- -----------
Sales $10,204,672 $ 8,321,292
Cost of sales 9,588,291 7,079,941
----------- -----------
Gross profit 616,381 1,241,351
Operating expenses:
Sales and marketing 1,235,807 851,444
General and administrative expenses 4,034,665 1,241,777
Merger costs 649,139 420,611
Restructuring costs 579,456 --
Costs of moving manufacturing plants 164,512 --
----------- -----------
Income (loss) from operations (6,047,198) (1,272,481)
Other income (expenses):

Interest expense (565,977) (484,487)
Miscellaneous 112,747 26,167
----------- -----------
Loss before income taxes (6,500,428) (1,730,801)
Income taxes -- --
Net loss $(6,500,428) $(1,730,801)
=========== ===========
Loss per share:

Basic and diluted $ (0.52) $ (0.26)
=========== ===========

Number of weighted average shares:
Basic and diluted 12,398,023 6,615,598
=========== ===========

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

F-15

VENTURES-NATIONAL INCORPORATED
(D/B/A TITAN GENERAL HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002

COMMON STOCK
------------------------- ADDITIONAL
PAID-IN ACCUMULATED
SHARES PAR VALUE CAPITAL DEFICIT
----------------------------------------------------------------

Balance, August 31, 2001 800,000 $ 800 $ 898,423 $ 22,250

Acquisition of SVPC Partners LLC assets 5,800,000 5,800 (800) --

Issuance of common stock to related 100,000 100 9,900 --
party as consulting fees at $0.10 per share

Issuance of common stock for compensation 50,000 50 74,950 --
to related party at $1.50 per share

Issuance of common stock to retire loans 130,490 130 195,605 --
payable to related parties at $1.50 per share

Reverse acquisition between Titan Acquisition Corp, 99,211 99 (9,759) --
and Titan PCB West, Inc. on August 30, 2001

Issuance of warrants to consultants -- -- 13,396 --

Net loss -- -- -- (1,730,801)
----------------------------------------------------------------
Balance, August 31, 2002 6,979,701 6,979 1,181,715 (1,708,551)

Issuance of common stock as financing cost 320,000 320 239,680 --

Issuance of common stock for professional services 1,161,000 1,161 920,019 --

Issuance of common stock for investment in Coesen 30,000 30 22,470 --

Issuance of common stock for debt conversion to related parties 2,458,862 2,459 1,841,688 --

Issuance of common stock for debt conversion to loan holders 400,000 400 299,600 --

Issuance of common stock in relation to employment contracts 50,000 50 37,450 --

Issuance of common stock in public offering 3,125,124 3,126 1,987,390 --

Issuance of stock in private offering 100,000 100 74,900 --

Issuance of warrants as financing costs for future offering -- -- 507,375 --

Issuance of options as director fees -- -- 161,532 --

Issuance of employee options -- -- 173,250 --

Issuance of warrants by shareholder for consulting service -- -- (1,537,600) --

Issuance of warrants by stockholder for -- -- 165,000 --
professional services

Amortization of deferred compensation -- -- -- --

Net Loss -- -- -- (6,500,428)
----------------------------------------------------------------
Balance, August 31, 2003 14,624,687 $14,625 $ 9,149,669 $(8,208,979)
================================================================

TOTAL STOCKHOLDERS'
DEFERRED COMPENSATION EQUITY/(DEFICIT)
----------------------------------------------------
$-- $ 921,473
-- 5,000
-- 10,000
-- 75,000
-- 195,735
-- (9,660)
-- 13,396
-- (1,730,801)
----------------------------------------------------
-- (519,857)
-- 240,000
(39,000) 882,180
-- 22,500
-- 1,844,147
-- 300,000
(37,500) --
-- 1,990,516
-- 75,000
(507,375) --
-- 161,532
(173,250) --
(1,537,600) --
-- 165,000
222,554 222,554
-- (6,500,428)
----------------------------------------------------
$(2,072,171) $(1,116,856)
----------------------------------------------------

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

F-16

VENTURES-NATIONAL INCORPORATED
(D/B/A TITAN GENERAL HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED AUGUST 31,
--------------------------
2003 2002
----------- -----------
Cash flows from operating activities:

Net income (loss) $(6,500,428) $(1,730,801)

Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:

Depreciation 422,391 420,727

Amortization of intangible assets 13,044 13,029

Bad debt and sale return allowance 21,260 126,182

Loan fees to lender -- 100,000

Non cash compensation 1,431,265 98,396

Inventory reserve 10,000 --

Interest expense as stock issuance amortization 105,965 20,000

Loss on sale of SID equipment 495,274 --

Changes in operating assets and liabilities:

Accounts receivable (427,109) (227,668)

Inventory (73,877) 142,609

Prepaid expenses and other current assets 64,021 35,202

Other assets 3,467 (115,834)

Accounts payable 1,354,976 578,290

Accrued liabilities 515,746 --
--------------------------
Total adjustments 3,936,423 1,190,933
--------------------------
Net cash provided by (used in)
operating activities (2,564,005) (539,868)
--------------------------
Cash flows from investing activities:

Purchases of assets pursuant to purchase
agreements, net of cash acquired (518,160) --

Proceeds from sale of SID equipment 30,000 --

Equipment and improvements expenditures, net (744,264) (620,417)
--------------------------
Net cash used in investing activities (1,232,424) (620,417)
--------------------------
Cash flows from financing activities:

Principal proceeds on notes and loans payable
from related parties -- 1,582,419

Proceeds from issuance of long term debt 441,296 --

Proceeds from issuance of lines of credit 618,376 --

Proceeds from public stock offering, net 1,990,516 --

Proceeds from private stock offering, net 75,000 --

Proceeds from issuance of notes payable 640,000 --

Proceeds from related party borrowing 200,000 --

Payments on notes and loans payable (64,893) (334,730)

Payments on long-term debt (66,349) (104,693)

Payments on capitalized lease obligations (17,251) (91,138)

Proceeds from contributions by stockholders -- 5,000
--------------------------
Net cash provided by (used in)
financing activities 3,816,695 1,056,858
--------------------------
Net increase (decrease) in cash 20,266 (103,427)

Cash and cash equivalents at beginning of year 76,707 180,134
--------------------------
Cash and cash equivalents at end of year $96,973 $76,707
==========================
Supplemental disclosures of cash flow information:
Cash paid during the year for:

Interest $275,392 $504,713
==========================
Income taxes $ -- $ --
==========================
Non cash activities:

Loans and notes payable for purchase of
property and equipment $ -- $15,700
==========================
Company self imposed penalty for timing
of registration statement $209,443 $ --
==========================
Issuance of common stock for consulting fees $1,086,180 $10,000
==========================
Issuance of common stock to related party
as compensation $ -- $75,000
==========================

F-18

Issuance of common stock to related parties
to retire debt $2,144,147 $195,735
==========================
Issuance of common stock for acquisition of
intangible assets from related party $22,500 $ --
==========================
Borrowings from related party to retire
term loan $ -- $1,741,146
==========================
Issuance of common stock as interest expense $105,965 $ --
==========================
Issuance of common stock as deferred
compensation $37,500 $ --
==========================
Issuance of warrants as financing costs $507,375 $ --
==========================
Issuance of options at less than market value $161,532 $ --
==========================
Issuance of options/warrants as
deferred compensation $1,710,850 $ --
==========================

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

F-17

VENTURES-NATIONAL INCORPORATED
(D/B/A TITAN GENERAL HOLDINGS, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS:

BUSINESS ACTIVITY:

Ventures-National, Inc. (dba Titan General Holdings, Inc.) (the "Company")
was formed on March 1, 1985 as an Utah corporation. Before its wholly owned
subsidiary, Titan EMS Acquisition Corp. (Acquisition Corp.), merged with Titan
PCB West, Inc. (Titan) (formerly Titan EMS, Inc.), the Company had no revenue
and minimal amount of expenses.

Titan, a wholly owned subsidiary of Ventures-National, Inc., was formed on
March 27, 2001, as a Delaware corporation, with its former principal office in
Santa Clara, California. In its Santa Clara facilities, Titan manufactures PCBs,
with emphasis on time critical production for both prototype and low-to-medium
volume orders. Its customers are located throughout the United States with a
concentration in California. During the year ended August 31, 2003, Titan PCB
West, Inc. was relocated to a facility in Fremont, CA and Ventures National
formed a subsidiary, Titan PCB East, Inc., and purchased the assets of Eastern
Manufacturing Corporation.

NATURE OF BUSINESS

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, contract manufacturers and electronic manufacturing
services providers through our wholly-owned subsidiaries Titan PCB West, Inc.
and Titan PCB East, Inc. Our prototype printed circuit boards serve as the
foundation in many electronic products used in telecommunications, medical
devices, automotive, military applications, aviation components, networking and
computer equipment.

Our time sensitive and high quality manufacturing services enable our
customers to shorten the time it takes them to get their products from the
research and development phase to the production phase, thus increasing their
competitive position. Our focus is on high quality niche Rigid and HVR Flex(TM)
(rigid flex) 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.

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

MERGER ACTIVITY:

On August 12, 2002, Titan entered into an Agreement and Plan of Merger (the
"Merger") with Titan EMS Acquisition Corp., a wholly owned subsidiary of
Ventures-National, Inc. ("Ventures"). The Merger became effective on August 30,
2002 at which time Titan became a wholly owned subsidiary of Ventures. Under the
Merger, the holders of capital stock of Titan received an aggregate of 6,880,490
shares of common stock of Ventures, representing approximately 80% of the
outstanding common stock of Ventures immediately following the Merger. Upon the
completion of the Merger, Titan's directors and officers became directors and
officers of the merged company. In addition, each outstanding option of Titan
was converted into one option of Ventures.

F-19

For accounting purposes, the Merger was accounted for as a reverse-merger,
where Titan is the acquirer. Because the Merger is accounted for as a purchase
of Ventures, the historical financial statements of Titan became the historical
financial statements of Ventures after the Merger.

The accompanying consolidated financial statements as of August 31, 2002,
include the operating results of Titan up to the closing day of August 30, 2002
and the operating results of Ventures after August 30, 2002.

BASIS OF PRESENTATION:

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. At
August 31, 2003, the Company had a working capital deficit of $3,574,211 and an
accumulated deficit of $8,208,979.

Management plans to take the following steps that it believes will be
sufficient to provide Titan with the ability to continue its operations:
Management intends to raise additional equity through a combination of equity
and non-equity financing.. Titan plans to use the proceeds of theses
transactions to expand its current product offering to allow for additional
processing services for its customers. Management anticipates sales to grow as a
result of additional customer offerings. Management believes that theses
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.

The accompanying consolidated statements of operations also include the
operating results of SVPC Partners, LLC from September 1, 2001 to August 6, 2002
(date of merger with Titan), of Titan from August 7, 2002 to August 30, 2002,
and of Ventures on August 31, 2002. During fiscal 2003, we purchased the assets
of Eastern Manufacturing Corporation and therefore the results of this division
have also been included since February 27, 2003.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CONSOLIDATION POLICY:

The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, Titan EMS Acquisition Corp.,
which merged with Titan PCB West, Inc. under a reverse-merger effective August
30, 2002 and Titan PCB East, Inc. All material intercompany transactions have
been eliminated.

USE OF ESTIMATES:

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

REVENUE RECOGNITION:

The Company derives its revenue primarily from the sale of PCBs using
customers' design plans and recognizes revenues when products are shipped to
customers. Provisions for discounts to customers, estimated

F-20

returns and allowances are provided for the same period the related revenue is
recorded by using an estimate based on a percent of Accounts Receivable which is
consistent with or historical activity and our 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 four percent of outstanding accounts receivable. The percentage
used may fluctuate as market conditions for our customers change over time.

CASH AND CASH EQUIVALENTS:

The Company considers highly liquid investments with a maturity of three
months or less to be cash equivalents and consist primarily of interest-bearing
bank accounts and short-term debt securities. As of August 31, 2003, the Company
had no short-term debt securities.

CONCENTRATION OF CREDIT RISK:

The Company generally extends credit to its customers, which are concentrated
in the computer and electronics industries and performs ongoing credit
evaluations of its customers. Typically, the Company does not require
collateral. The Company routinely reviews the collectibility of its accounts
receivable and provides an allowance for potentially uncollectible amounts. The
Company's estimate is based on historical collection experience and a review of
the current status of accounts receivable. It is reasonably possible that the
Company's estimate of the allowance for doubtful accounts will change. At August
31, 2003, the Company provided an allowance for doubtful accounts of $65,211 and
an allowance for sales returns of $24,000.

INVENTORIES:

Inventories are stated at the lower of cost (first-in, first-out basis) or
market (net realizable value).

PROPERTY, EQUIPMENT AND IMPROVEMENTS:

Property, equipment and improvements are valued at cost. Depreciation and
amortization are provided using the straight-line method. Leasehold improvements
are amortized on a straight-line basis over the lease term.

The estimated service lives of property, equipment and improvements are as
follows:

Automobile 5 years
Office equipment 7 years
Production equipment 7 years
Leasehold improvements 3 years
Software 3 years

INTANGIBLE ASSETS:

Intangible assets include cost to acquire customer accounts, which is
amortized on a straight-line basis over a period of five years. Accumulated
amortization was $28,256 at August 31, 2003.

LONG-LIVED ASSETS:

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144, long-lived assets to be held and used are analyzed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. SFAS No. 144 relates to assets that can be amortized and
the life can be determinable. The Company evaluates at each balance sheet date
whether events and circumstances have occurred that indicate possible
impairment. If there are indications of impairment, the Company uses future

F-21

undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. In the event
such cash flows are not expected to be sufficient to recover the recorded asset
values, the assets are written down to their estimated fair value. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair
value of asset less the cost to sell.

During the year ended August 31, 2002, the Company purchased certain
assembling equipment and fixed assets and incurred certain setup cost for its
System Integration Division. Such cost was being capitalized as Construction in
Progress. During the year ended August 31, 2003, the Company decided not to
pursue this aspect of the business, sold the assets for $30,000 and wrote off
the prior year's capitalized costs. Included in the non-recurring cost is loss
of $495,274 related to disposing such assets and capitalized costs.

ADVERTISING:

The Company expenses advertising costs when incurred. Advertising expense
totaled $22,483 and $6,146 for the years ended August 31, 2003 and 2002,
respectively.

BASIC AND DILUTED LOSS PER SHARE:

In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per
common share is computed by dividing net loss available to common stockholders
less preferred dividends by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similarly to basic loss
per common share, except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were not
anti-dilutive. The Company has excluded all outstanding options and convertible
debt from the calculation of diluted net loss per share because these securities
are anti-dilutive. The number of outstanding shares and weighted average shares
reflects a stock split of 3,866.667 to 1 which took place during the year ended
August 31, 2002. As of August 31, 2003, the Company has approximately 2,364,000
common stock equivalents.

INCOME TAXES:

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities, and their respective tax
basis. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Realization of the
deferred tax asset is dependent upon generating sufficient taxable income in
future years. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying amount of the Company's cash and cash equivalents, accounts
receivable, notes payable, accounts payable, and accrued expenses, none of which
is held for trading, approximates their estimated fair values due to the
short-term maturities of those financial instruments.

F-22

COMPREHENSIVE INCOME:

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. As of August 31, 2003 and 2002, the Company had no items
that represented other comprehensive income and, therefore, has not included a
schedule of comprehensive income in the consolidated financial statements.

SEGMENT REPORTING:

Based on the Company's integration and management strategies, the Company
operated in a single business segment. For the years ended August 31, 2003 and
2002, substantially all revenue has been derived from domestic operations.

RECLASSIFICATION:

Certain reclassifications have been made to the 2002 consolidated financial
statements to conform to the 2003 presentation.

STOCK-BASED COMPENSATION:

The Company accounts for stock-based compensation in accordance with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and complies with the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Under APB No. 25, compensation cost
is recognized over the vesting period based on the excess, if any, on the date
of grant of the fair value of the Company's shares over the employee's exercise
price. When the exercise price of the option is less than the fair value price
of the underlying shares on the grant date, deferred stock compensation is
recognized and amortized to expense in accordance with Financial Accounting
Standards Board ("FASB") Interpretation No. 44 over the vesting period of the
individual options. Accordingly, if the exercise price of the Company's employee
options equals or exceeds the market price of the underlying shares on the date
of grant, no compensation expense is recognized. Options or shares awards issued
to non-employees and directors are valued using the Black-Scholes pricing model
and expensed over the period services are provided.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 expands the disclosure
requirements of SFAS No.123 to require more prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
transition provisions of SFAS No. 148 are effective for fiscal years ended after
December 15, 2002. The transition provisions do not currently have an impact on
the Company's consolidated financial position and results of operations as the
Company has not elected to adopt the fair value-based method of accounting for
stock-based employee compensation under SFAS No. 123. The disclosure provisions
of SFAS No. 148 are effective for financial statements for interim periods
beginning after December 15, 2002. The Company adopted the disclosure
requirements in the third quarter of fiscal 2003.

At August 31, 2003, the Company has not adopted a stock-based compensation
plan, but has issued options to certain of its employees and executive officers.
The Company accounts for those plans under the recognition and measurement
principles of APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and
related Interpretations. The following table illustrates the effect on net loss
and loss per share if the Company had

F-23

applied the fair value recognition provisions of FASB Statement No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, to stock based employee compensation:

2003 2002
--------------------------
Net loss, as reported $(6,500,428) (1,730,801)

Add: Compensation recognized under APB No. 25 34,650 --

Deduct: Compensation recognized under FAS 123 (50,883) --
--------------------------
Proforma net loss $(6,516,661) (1,730,801)
==========================

Loss per share:

Basic and diluted, as reported $(0.52) $(0.26)
==========================
Basic and diluted, proforma $(0.53) $(0.26)
==========================

NEW ACCOUNTING PRONOUNCEMENTS:

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

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

F-24

During October 2003, the FASB issued Staff Position No. FIN 46, deferring the
effective date for applying the provisions of FIN 46 until the end of the first
interim or annual period ending after December 31, 2003 if the variable interest
was created prior to February 1, 2003 and the public entity has not issued
financial statements reporting that variable interest entity in accordance with
FIN 46. The FASB also indicated it would be issuing a modification to FIN 46
prior to the end of 2003. Accordingly, the Company has deferred the adoption of
FIN 46 with respect to VIEs created prior to February 1, 2003. Management is
currently assessing the impact, if any, FIN 46 may have on the Company; however,
management does not believe there will be any material impact on its
consolidated financial statements, results of operations or liquidity resulting
from the adoption of this interpretation.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." Statement 149 amends and
clarifies financial accounting and reporting of derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement is effective for contracts entered into or modified after June 30,
2003, except for certain hedging relationships designated after June 30, 2003.
The adoption of this Statement did not have a material impact on the Company's
financial position, results of operations, or cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." Statement 150
establishes standards for how an issuer classifies and measures certain
financial instrument with characteristics of both liabilities and equity. It
requires that issuers classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. Some of the provisions of this Statement
with the definitions of liabilities in FASB Concepts Statement No. 6, "Elements
of Financial Statements." The remaining provisions of this Statement are
consistent with the Board's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its
own equity shares, depending on the nature of the relationship established
between the holder and the issuer. While the Board still plans to revise that
definition through an amendment until it has concluded its deliberations on the
next phase of this project. That next phase will deal with certain compound
financial instrument including puttable shares, convertible bonds, and dual
indexed financial instruments. This Statement is effective for financial
instruments entered into modified after May 31, 2003, and otherwise is effective
at the beginning of the first interim period beginning after June 15, 2003,
except for mandatory redeemable financial instruments of non-public entities.
The adoption of this Statement did not have a material impact on the Company's
financial position, results of operations, or cash flows.

3. MERGERS AND ACQUISITIONS:

MERGER WITH VENTURES-NATIONAL, INC.

On August 12, 2002, Titan entered into an Agreement and Plan of Merger (the
"Merger") with Titan EMS Acquisition Corp., a wholly owned subsidiary of
Ventures. The Merger became effective on August 30, 2002 (after the date was
closed) at which time Titan became a wholly owned subsidiary of Ventures. Under
the Merger, the holders of capital stock of Titan received an aggregate of
6,880,490 shares of common stock of Ventures, representing approximately 80% of
the outstanding common stock of Ventures immediately following the Merger. Upon
the completion of the Merger, Titan's directors and officers became directors
and officers of the merged company. In addition, each outstanding option of
Titan will be converted into one Venture options.

F-25

MERGER WITH SVPC PARTNERS, LLC

On August 6, 2002, prior to its merger with Ventures, and except for real
estate and related obligations, Titan purchased all operating assets and assumed
all operating liabilities of SVPC Partners, LLC (an affiliate company of Titan),
by issuing 800,000 shares of Titan's stock to SVPC Partners, LLC. Before this
acquisition, Titan had no revenue and limited operating expenses. Subsequent to
the transactions, SVPC Partners, LLC owned approximately 12% of the total issued
and outstanding shares of Titan, while approximately 88% of those were owned by
Irrevocable Children's Trust.

This transaction is considered a re-capitalization where the controlling
shareholder of SVPC Partners, LLC and Titan remains the controlling shareholder
of the combined company after this transaction. The historical financial
statements of SVPC Partners, LLC became the historical financial statements of
Titan up to August 5, 2002.

Immediately before this transaction, the net assets of Titan were immaterial
to the combined balance sheet.

ACQUISITION OF EASTERN MANUFACTURING CORPORATION

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

Pursuant to the terms of the Agreement, the purchase price was $500,000. The
purchase price was determined by negotiation between the Company and Eastern
Bank. The company incurred additional cost of $13,160 related to the purchase
which have been added to the original purchase price.

In a related but separate transaction, prior to the purchase of the EMC
assets by Titan East, Titan East entered into an accounts receivable factoring
agreement whereby Titan East purchased the current accounts receivable of
$53,507 from EMC for $50,000.

The purchase price of acquisition of EMC's assets was allocated as follows:

Inventories $ 46,313
Property and equipment 460,017
Furniture and fixtures 6,830
--------
Purchase Price $513,160
========

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

The proforma financial information is not presented as the acquisition was
not considered significant or material on the date of the acquisition.

F-26

INVESTMENT IN COESEN, INC.

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

4. INVENTORIES:

Inventories as of August 31, 2003 consist of the following:

Raw materials $158,765
Work in process 198,849
Finished goods 50,575
--------
$408,189
========

At August 31, 2003, the reserve for obsolescence was $30,000, which
represents an increase of $10,000 from August 31, 2002

5. PROPERTY, EQUIPMENT, AND IMPROVEMENTS:

A summary as of August 31, 2003, is as follows:

Automobiles $26,684
Office equipment 56,895
Production equipment 3,065,355
Leasehold improvements 373,674
Software 26,149
----------
3,548,757

Less accumulated depreciation and amortization 797,109
----------
$2,751,648
==========

Depreciation and amortization expense for property, equipment, and
improvements amounted to $422,391 and $420,727 for the years ended August 31,
2003 and 2002, respectively.

6. INTANGIBLE ASSETS: A summary is as follows:

Customer list $65,194
Less accumulated amortization 28,256
==========
$36,938
==========

F-27

Amortization expense for intangible assets amounted to $13,044 and $13,029
for the years ended August 31, 2003 and 2002.

7. PRIVATE PLACEMENT OFFERING AND DEBT CONVERSION:

We raised $1,990,516 (net of related cost) from our private placement
offering that closed on January 9, 2003 (the "Private Placement") and two
additional private placements on February 3, 2003. In connection with these
placements, the Company issued 3,125,124 shares of Common Stock at $0.75 per
share (which includes self imposed company penalty for late registration of
shares). Of the total raised to date, we received $1,690,516 during the year
2003 and $300,000 during August 2002.

During the quarter ended February 28, 2003, the Company had two notes/loans
payable to related parties, which were converted into a total of 2,458,862
shares of common stock at $0.75 per share. During the quarter ended November 30,
2002, the Company had two non-interest bearing loans payable totaling $300,000
($150,000 each) which were converted into 400,000 shares of common stock at
$0.75 per share.

8. LOANS AND NOTES PAYABLE:

NON-RELATED PARTIES

On June 28, 2002, the Company entered into a loan and security agreement (the
"Alco Agreement") with Alco Financial Services ("Alco"), an entity owned by an
individual who subsequently became a member of its Board of Directors at the
time, and paid a loan fee of $24,000 which is being amortized to interest
expense at $2,000 per month. Under the terms of the Alco Agreement, the Company
can borrow up to the sum of (1) 80% of the net face value of the Titan PCB West
Inc.'s eligible accounts receivable, plus (2) the lesser of (i) $100,000 or (ii)
50% of eligible inventory. The Alco Agreement carries an interest rate of the
greater of (a) 3.5% over the prime rate, which is defined as the prime rate
stated on the Wall Street Journal, (b) interest rate at the date of the loan
agreement, 8.25% or (c) a minimum monthly interest charge of $7,500. The
Agreement originally matures on June 28, 2003 and extended to December 2003, and
is secured by all accounts receivable and inventory of the Titan PCB West, Inc.
The Company is subject to certain restrictions and covenants under the Alco
Agreement. During the year ended August 31, 2003, the Company amortized loan
fees of $18,000 and paid interest of $159,438. During the quarter ended February
28, 2003, the owner of Alco resigned as a member of the Company's Board of
Directors. The outstanding principal balance was $1,005,639 at August 31, 2003
and was paid off in November 2003.

On May 9, 2003, the Company entered into a loan and security agreement (the
"Equinox Agreement") with Equinox Business Credit Corp. ("Equinox"), and paid a
loan fee of $19,000 which was expensed during the year. Under the terms of the
Equinox Agreement, the Company can borrow up to the sum of (1) 70% of the net
face value of the Titan PCB East Inc.'s eligible accounts receivable, plus (2)
$400,000 against the eligible property and equipment. The Equinox Agreement
carries an interest rate of the greater of (a) 3.5% over the prime rate, which
is defined as the prime rate stated on the Wall Street Journal, (b) interest
rate at the date of the loan agreement, 8.25% or (c) a minimum monthly interest
charge of $7,500. The Agreement matures on June 28, 2005 and is secured by all
accounts receivable and inventory of the Titan PCB East, Inc. The Company is
subject to certain restrictions and covenants under the Agreement. During the
year ended August 31, 2003, the Company paid interest of $77,017. The
outstanding principal balance was $346,421 at August 31, 2003.

RELATED PARTIES

Before the re-capitalization between Titan and SVPC Partners, LLC on August
6, 2002, Ohio Investors of Wisconsin, an affiliate of Titan, paid off the
outstanding balance of the term loan owed by SVPC partners, LLC for
approximately $3,141,146. SVPC Partners, LLC sold the land and buildings to Ohio
Investors Wisconsin for

F-28

approximately $1,400,000, which was used to reduce the amount owed to Ohio
Investors of Wisconsin to $1,741,146. The Company entered into a loan agreement
with Ohio Investors of Wisconsin for the remaining unpaid balance of $1,741,146.
At the option of Ohio Investors of Wisconsin loan balance is convertible into
2,321,528 shares of Ventures' common stock after the merger with Ventures at a
price of $0.75 per share, which approximates the fair market value per share
based on the management's assessment. Based on the conversion terms, no
beneficial conversion feature is included with this convertible note. According
to EIFT 00-27, no discount or premium is recorded. Subsequent to August 31,
2002, the Company converted the outstanding balance of this loan into 2,321,528
shares of Ventures' common stock at $0.75 per share.

At November 30, 2002, the Company owed approximately $353,000 of a
non-interest bearing loan to a major shareholder. In December 2002, $103,000 of
the obligation was converted into 137,333 shares of common stock at $0.75 per
share. In addition, the Company made cash repayments of $50,000 during the year.
$200,000 remained unpaid as of August 31, 2003.

In August 2002, the Company obtained two non-interest bearing loans payable
totaling $300,000 ($150,000 each). Subsequent to August 31, 2002, the Company
converted the outstanding balance of this loan into 400,000 shares of Ventures'
common stock at $0.75 per share.

The Company had two unsecured 10% loans payable totaling $195,735 to
affiliated companies. On August 31, 2002, the Company converted the loans into
130,490 shares of its common stock at $1.50.

On February 27, 2003, the Company entered into an unsecured promissory note
agreement with several individual lenders. Under the terms of the agreement, the
Company agreed to sell up to $640,000 principal amount of promissory notes to
these individual lenders which notes have an interest rate of the lower of (i)
24% or (ii) maximum legal rate. Interest on these notes is payable quarterly,
and unpaid principal and interest shall be payable on February 27, 2004. In
connection with this financing, on February 27, 2003, the Company issued 320,000
shares of its common stock to the lenders as a financing cost with a value of
$240,000, which was classified as discount of the notes. For the year ended
August 31, 2003, the Company amortized $106,965 of the discount using the
interest method. As of August 31, 2003, the investors had purchased and the
Company had issued promissory notes under this Agreement having an aggregate
principal amount of $505,965 (net of unamortized discount of $134,035)

In August 2003, the Company received two short-term loans from our CEO and
President in the amounts of $150,000 and $50,000, respectively.

9. LONG-TERM DEBT:

A summary as of August 31, 2003, is as follows:

Unsecured 6.25% note payable to a financing company, payable in monthly
installments of $11,133, including interest. The unpaid balance of $230,771 is
all current as of August 31, 2003. The Company also has a term loan form Equinox
which it entered into on May 9, 2003 for $441,330 which is payable in equal
monthly installments of $12,259 thru May 2006.

In January 2002, SVPC Partners, LLC secured a non-interest bearing auto loan
for $15,700 and is required to make monthly payments of $436 through February
2005. As of August 31, 2003, the outstanding balance of this loan was $7,850
which was expected to be repaid within the next fiscal year. The Company assumed
the outstanding balance of this loan pursuant to its purchase of SVPC Partners,
LLC on August 6, 2002.

A summary of the long-term debt maturities at August 31, 2003 is as follows:

F-29

Year ending August 31,

2004 $377,938
2005 147,110
2006 110,332
Thereafter --
----------
$635,380
==========

10. OBLIGATIONS UNDER CAPITAL LEASES:

The following is a schedule by years of future minimum lease payments
required under capital lease obligations together with the present value of the
net minimum lease payments, as of August 31, 2003: Year ending August 31,

2004 $260,690
2005 137,005
2006 96,994
Thereafter --
----------
Total minimum lease payments 494,689
Less amounts representing interest 61,057
----------
Present value of net minimum lease payments 433,632
Less current portion 204,751
==========
$228,881
==========

The cost of property and equipment under capitalized lease obligations was
$550,000, with related accumulated depreciation and amortization of $170,238 as
of August 31, 2003.

11. INCOME TAXES:

Realization of deferred tax assets is dependent on future earnings, if any,
the timing and amount of which is uncertain. Accordingly a valuation allowance,
in an amount equal to the net deferred tax asset as of August 31, 2003 and 2002,
has been established to reflect these uncertainties. As of August 31, 2003, the
deferred tax asset before valuation allowances is approximately $2,368,000, for
federal purposes.

Utilization of the net operating loss carryforwards may be subject to a
substantial annual limitation due to ownership change limitations provided by
the Internal Revenue Code of 1986. The annual limitation may result in the
expiration of net operating loss carryforwards before utilization.

Income tax provision amounted to $0 for each of the years ended August 31,
2003 and August 31, 2002 (an effective rate of 0%). A reconciliation of the
provision (benefit) for income taxes with amounts determined by applying the
statutory U.S. federal income tax rate to income before income taxes is as
follows:

Computed tax at federal $(2,210,000)
statutory rate of 34%

Other changes of temporary differences (60,000)

Change in valuation allowance 2,270,000
-----------
$ --
===========

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

F-30

Deferred tax assets:

Allowance for doubtful accounts $30,000

Inventory reserve 10,000

Accrued vacation 30,000

Reserve for lawsuit 48,000

Net operating losses carryforwards 2,250,000
----------
Net deferred assets before valuation allowance 2,368,000

Valuation allowance (2,368,000)
----------
Net deferred tax assets $ --
==========

At August 31, 2003, the Company has available unused net operating losses
carryforwards of approximately $6,618,000 for federal purposes that may be
applied against future taxable income and that, if unused, begin to expire in
2022.

12. STOCK OPTIONS:

As of August 31, 2003, the Company has not established an employee stock
option plan. However, in August 2002, the Company granted 710,000 stock options
to its Chief Executive Officer and its Vice President of Sales. The exercise
price for these options, based on the management's assessment, is equal to the
fair market value of the Company's common stock at the date of grant. Options
expire no later than five years from the grant date and are vested upon granted.
During the year 2003, the Company issued 1,920,000 options at prices ranging
from $0.75 to $4.00. The Company also cancelled certain options which ranged in
price from $1.50 thru $2.00.

WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICE
---------- ----------
Options outstanding at August 31, 2001 -- $ --
Options granted 710,000 1.50
Options canceled -- --
Options exercised -- --
---------- ----------
Options outstanding at August 31, 2002 710,000 1.50
Options granted 1,920,000 1.62
Options canceled (1,415,000) 1.42
Options exercised -- --
---------- ----------
Options outstanding at August 31, 2003 1,215,000 1.23
==========

Summarized information about stock options outstanding at August 31, 2003 is
as follows:

WEIGHTED EXERCISABLE
AVERAGE WEIGHTED WEIGHTED
NUMBER OF REMAINING AVERAGE AVERAGE
RANGE OF OPTIONS CONTRACTUAL EXERCISE NUMBER OF EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE OPTIONS PRICE
- --------------- ----------- ----------- -------- --------- --------
$ 0.75 515,000 4.92 $ 0.75 103,000 $ 0.75
1.50 675,000 4.08 1.50 207,000 1.50
4.00 25,000 4.33 4.00 5,000 1.00
- --------------------------------------------------------------------------------
1,215,000 315,000
========= =======

F-31

For the years ended August 31, 2003 and 2002, options to purchase 315,000 and
142,000 shares, at weighted average exercise prices of $1.29 and $1.50,
respectively, of Common Stock were exercisable with the remaining options
becoming exercisable at various dates through July 31, 2008.

Generally, when shares acquired pursuant to the exercise of incentive stock
options are sold within one year of exercise or within two years from the date
of grant, the Company derives a tax deduction measured by the amount that the
fair market value exceeds the option price at the date the options are
exercised. When nonqualified stock options are exercised, the Company derives a
tax deduction measured by the amount that the fair market value exceeds the
option price at the date the options are exercised.

THE FAIR VALUE OF EACH STOCK OPTION IS ESTIMATED ON THE DATE OF GRANT USING THE
BLACK-SCHOLES OPTION PRICING MODEL WITH THE FOLLOWING WEIGHTED-AVERAGE
ASSUMPTIONS:

2003 2002
-------------------
Dividend yield 0% N/A
Expected volatility 67% N/A
Risk free interest rate 4.17% N/A
Expected life (years) 3.0 N/A

The effect of applying SFAS No. 123 in this pro forma disclosure is not
indicative of future amounts. Additional awards in future years are anticipated.

The Black-Scholes option valuation model was developed for estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions, changes in these assumptions can materially affect the fair value
of the options. The Company's options do not have the characteristics of traded
options, therefore, the option valuation models do not necessarily provide a
reliable measure of the fair value of its options.

13. WARRANTS:

There were 350,000 warrants issued to Star Consulting in the year ended
August 31, 2002, but these were subsequently cancelled in the year ended Augusts
31, 2003. There were three issuances of warrants in 2003. The first warrant for
48,753 was issued to Reitler Brown, our legal counsel, in connection with the
payment for legal services. The second and third sets of warrants were issued to
SBI-Securities and SBI-USA for a total up to 1,100,000 shares at $0.75 per
share. This is in connection with the private offering registered in our SB-2
filing in August 2003 in which to date we have raised approximately $520,000 of
which $445,000 has been raised subsequent to year end.

Our largest shareholder, Irrevocable Children's Trust ("ICT"), issued
1,000,000 warrants to each of Mr. Ciri and Mr. Glashow to purchase shares owned
by ICT to entice them to serve as our Chief Executive Officer and President,
respectively. These warrants were issued for the purchase of their shares at
$0.50 each and no additional stock will be issued from the Company in exchange
for these warrants, but will be forthcoming from this shareholder.

14. RETIREMENT PLAN:

The Company has established a 401(k) plan for the benefits of employees
effective September 1, 2003 and therefore made no contributions for the year
ended August 31, 2003 and 2002. This plan allows for the

F-32

employee to contribute up to 75% of their pay to the IRS maximum allowable
contribution per year. The Plan includes a discretionary match based on the
Company's profitability.

15. COMMITMENTS:

The Company leases its facilities. The following is a schedule by years of
future minimum rental payments required under operating leases that have
noncancellable lease terms in excess of one year as of August 31, 2003:

REAL ESTATE OTHER TOTAL
Year Ending August 31,

2004 $ 358,087 $ 6,478 $ 364,565
2005 301,688 6,478 308,166
2006 352,934 5,358 358,292
2007 406,887 2,600 409,487
2008 437,670 -- 437,670
Thereafter 184,694 -- 184,694
----------------------------------------------
Totals $2,041,960 $20,914 $2,062,874
==============================================

All leases expire prior to January 2009. Real estate taxes, insurance, and
maintenance expenses are obligations of the Company. Rent expense totaled
$793,070 and $309,614 for the years ended August 31, 2003 and 2002.

In July 2002, the Company entered into an at-will employment agreement with
its Vice President of Sales ("VPS") that allows for either the Company or the
VPS to terminate employment at any time. Under the at-will employment agreement,
the Company will pay a base annual salary plus bonuses, which are based on
achieving certain monthly sales quotas and normal employee benefits. This
at-will employment agreement is for a term of five years from the date of the
agreement. In the event the VPS is terminated without cause, the Company will
pay three (3) months of base salary as severance and continuation of normal
employee benefits during the three (3) month severance period. In addition, the
Company has granted vested options to purchase up to 360,000 shares of the
Company's common stock at $1.50 per share.

In February 2003, the Company entered into an at-will employment agreement
with its divisional Vice President of Sales ("Sales VP") that allows for either
the Company or the Sales VP to terminate employment at any time. Under the
at-will employment agreement, the Company will pay a base annual salary plus
bonuses, which are based on achieving certain monthly sales quotas and normal
employee benefits. This at-will employment agreement is for a term of one year
from the date of the agreement. In the event the Sales VP is terminated without
cause, the Company will pay two (2) months of base salary as severance and
continuation of normal employee benefits during the two (2) month severance
period. In addition, the Company granted 25,000 restricted shares of the
Company's common stock to the Executive.

In May 2003, the Company entered into an at-will employment agreement with
its Chief Technology Officer ("CTO") that allows for either the Company or the
CTO to terminate employment at any time. Under the at-will employment agreement,
the Company will pay a base annual salary plus bonuses, which are based on
achieving certain monthly sales quotas and normal employee benefits. This
at-will employment agreement is for a term of one year from the date of the
agreement. In the event the CTO VP is terminated without cause, the Company will
pay twelve (12) months of base salary as severance and continuation of normal
employee benefits during the twelve (12) month severance period. In addition,
the Company granted 25,000 restricted shares of the Company's common stock to
the Executive.

In July 2003, the Company entered into an at-will employment agreement with
its Chief Executive Officer ("CEO") that allows for either the Company or the
CEO to terminate employment at any time. Under the at-will employment agreement,
the Company will pay a base annual salary of $1. Our largest shareholder,
Irrevocable Children's Trust has also granted our CEO 1,000,000 warrants to
purchase shares owned by ICT at $.050 per share exercisable for a period of
three years.

In July 2003, the Company entered into an at-will employment agreement with
its President that allows for either the Company or the President to terminate
employment at any time. Under the at-will employment agreement, the Company will
pay a base annual salary of $1. Our largest shareholder,

F-33

Irrevocable Children's Trust has also granted our President 1,000,000 warrants
to purchase shares owned by ICT at $.050 per share exercisable for a period of
three years.

16. STOCKHOLDERS' EQUITY:

Transactions of stockholders' equity during the year ended August 31, 2003
are summarized by type in the following table:

COMMON STOCK
& ADDITIONAL
PAID IN
NUMBER OF SHARES CAPITAL
Beginning balance at 8/31/02 6,979,701 $1,188,694
Issuance of common stock as financing costs (1) 320,000 240,000
Issuance of common stock for professional
services (2) 1,161,000 921,180
Issuance of common stock as investment
in Coesen , Inc.(3) 30,000 22,500
Issuance of common stock for debt conversion (4) 2,858,862 2,144,147
Issuance of common stock in relation to
employment contracts (5) 50,000 37,500
Issuance of common stock in public
offering, net (6) 3,125,124 1,990,516
Issuance of common stock in private offering (7) 100,000 75,000
Issuance of warrants as financing costs for
future offering (8) -- 507,375
Issuance of options as director fees (9) -- 161,532
Issuance of options as employee options (10) -- 173,250
Issuance of warrants by shareholder for
consulting service (11) -- 1,537,600
Issuance of warrants by stockholder for
professional services (12) -- 165,000
--------------------------
Ending balance at 8/31/03 14,624,687 $9,164,294
==========================

(1) In order to facilitate the purchase of the assets of Eastern Manufacturing
Corporation ("EMC"), mentioned elsewhere within this document, the Company
issued $640,000 24% notes which carried attached common stock at a share
for every $2.00 invested. This stock was issued at a price of $0.75 and is
being amortized to interest expense using the interest method over the
one-year life which ends in February 2004.

(2) The Company had many consultants and professionals during the year and as
part of their compensation, these consultants were issued stock in the
amount of 1,161,000 shares in varying prices ranging from $0.75 to $1.30
or an average price of $0.79/share

(3) On March 5, 2003, the Company purchased a 33.3% share in Coesen, Inc. for
$5,000 and the issuance of 30,000 shares.

(4) During the year 2003, the Company had two notes/loans payable to related
parties, which were converted into a total of 2,458,862 shares of common
stock at $0.75 per share. During the quarter ended November 30, 2002, the
Company had two non-interest bearing loans payable totaling $300,000
($150,000 each) which were converted into 400,000 shares of common stock
at $0.75 per share.

F-34

(5) As part of two employment agreements, the Company issued to two employees
25,000 shares each.

(6) We raised $1,990,516 (net of related cost) from our private placement
offering that closed on January 9, 2003 (the "Private Placement") and two
additional private placements on February 3, 2003. In connection with
these placements, the Company issued 3,125,124 shares of Common Stock at
$0.75 per share (which includes self imposed company penalty for late
registration of shares).

(7) In August 2003, the Company raised $75,000 through the exercise of 100,000
SBI warrants. The Company issued to SBI warrants as financing cost related
to upcoming offerings. On July 24, 2003, the Company issued 50,000 options
at $0.75 per share to each of its four directors. At the time of grant,
the market price was $1.30. The Company computed the fair value of these
options using the Black-Scholes model. Since these options were vested
immediately, the fair value of the options was expensed upon granted.

(8) On July 24, 2003, the Company issued 315,000 options at $0.75 per share to
five of its employees. At the time of grant, the market price was $1.30.
The Company expensed the intrinsic value of these options in accordance
with APB 25. 20% of these options were vested upon granted and additional
20% will be vested at the each of the anniversary date. The Company
expensed 20% of the intrinsic value of these options during the year ended
August 31, 2003 and the remaining amount was classified as deferred
compensation.

(9) On July 29, 2003, Irrevocable Children's Trust, our largest shareholder,
issued 1,000,000 warrants to purchase shares owned by ICT at $0.50 per
share to each Mr. Bob Ciri and Mr. Andrew Glashow as part of employment
agreements to serve as our Chief Executive Officer and President,
respectively. The Company computed the fair value of these warrants using
the Black-Scholes model. The fair value of the options was amortized and
expensed over the term of the employment contracts.

(10) Irrevocable Children's Trust, our largest shareholder, issued 150,000
shares to Trilogy Capital Partners in order to entice Trilogy to promote
the Company's stock. The Company expensed the fair value of the shares
upon grant.

17. RELATED PARTY TRANSACTIONS:

On August 18, 2003, Irrevocable Children's Trust ("ICT"), our largest
shareholder granted 150,000 shares of the Company's common stock to Trilogy
Capital Partners, Inc. for service performed for the Company. Fair value of
shares totaling $165,000 was expensed during the year ended August 31, 2003.

On July 29, 2003, ICT, our largest shareholder, issued 1,000,000 warrants to
purchase shares owned by ICT at $0.50 per share to each Mr. Bob Ciri and Mr.
Andrew Glashow to purchase ICT's ownership of the Company's common stock as part
of employment agreements to serve as our Chief Executive Officer and President,
respectively. The fair value is determined based on the Black-Scholes model with
a total valuation of $1,537,600. The Company expensed $164,292 during the year
ended August 31, 2003 and the remaining amount was classified as deferred
compensation which will be amortized over the term of the employment contracts.
In addition, under the employment agreements, ICT will issue 50,000 shares of
common stock to each Mr. Ciri and Mr. Glashow upon the completion of the
agreements. The Company expensed $24,574 related to these shares granted during
the year ended August 31, 2003.

F-35

The Company accounted for the transactions between ICT and consultants and
employees in accordance with Staff Bulletin Board (SAB) 5T, "Accounting for
Expenses or Liabilities Paid by Principal Stockholder(s)" which requires the
Company to record expense for services paid by the stockholders.

During the year ended August 31, 2003, the Company converted outstanding
loans to related parties totaling $1,844,147 to 2,458,862 shares of common stock

18. LEGAL PROCEEDINGS:

TITAN V. ELECTRONIC MANUFACTURING GROUP, INC. ("EMG")

The Company filed a litigation in California Superior Court for collection of
unpaid invoices for sales made to EMG. The motion is set for hearing on November
13, 2003. Based on the preliminary evaluation of case, it is not clear that
these receivables will be collectible. As of August 31, 2003, the Company
accrued $12,000 as allowance for doubtful accounts.

TITAN V. CVPC, INC.

The Company filed a litigation in California Superior Court for collection of
unpaid invoices for sales made to CVPC, Inc. and its principal, Greg Short,
based on personal guarantee and alter ego theories. Titan dismissed Mr. Short
without prejudice and has obtained default judgment for approximately $44,000
against CVPC, Inc., it is not clear that these receivables will be collectible.
As of August 31, 2003, the Company accrued $44,000 as allowance for doubtful
accounts.

NORTHERN LAMINATE V. TITAN

Northern Laminate Sales, Inc. ("Norther Laminate") filed an action against
the Company in the Superior Court on a claim of successor liability to enforce a
default judgment in the amount of $61,033 entered against Eastern Manufacturing
Corporation ("EMC"). Northern Laminate alleges that the Company succeeded to
EMC's alleged contractual obligations when the Company purchased EMC's assets in
a secured party sale form Eastern Bank in February 2003. The Company denies
liabilities for EMC's debts on the grounds that it does not hold itself out as a
continuation of EMC, and that the mere purchase of EMC's assets, without more,
does not make the Company the "successor" of EMC as a mater of law. Northern
Laminate has since moved to amend its complaint to add claims for breach of
contracts and violations of G.L. c. 93A, based on the Company's failure to pay
for goods in the amount of $11,327 received since commencement of the action.
The Company believed that the case is without merit and has not accrued any of
this claims in the accompanying financial statements.

DISPUTE WITH ORBOTECH

The Company has a dispute with Orbotech regarding a claim of approximately
$300,000 involved a default under a CAM Software License and Service Agreement
and Consolidated Agreement executed by SVPC Partners, LLC on July 30, 2001. The
Company has outstanding payable to Orbotech approximately $223,000 as of August
31, 2003. The Company is in negotiation with Orbotech in an attempt to reconcile
the claim amount and the Company's records. The Company believes that its
payable amount is sufficient pursuant to the original debt agreement and does
not believe any additional accrual is necessary.

DANA WARD V. SVPC CIRCUIT SYSTEMS, INC. AND SVPC PARTNERS, LLC

Dana Ward, a former employee of SVPC Circuit Systems, Inc. and SVPC Partners,
LLC, is alleging pregnancy discrimination and wrongful termination. The Company
plan on settling this case for approximately $85,000. As of August 31, 2003, the
Company accrued $140,000 related to the settlement and legal fees.

F-36

19. SUBSEQUENT EVENT:

On November 24, 2003, the Company restructured all of its existing debt into
a new debt instrument from Laurus Funds. The new debt instrument consists of a
$2.1 million 36 month term note with the first note payment occurring 90 days
from the closing date as well as a $4.0 million revolving line of credit;
whereby the Company can borrow up to 85% of the eligible accounts receivable.
Both notes are convertible into shares of the Company's common stock and have
attached warrants.

F-37

7,700,000 SHARES

VENTURES-NATIONAL INCORPORATED
COMMON STOCK

----------

PROSPECTUS
MARCH 9, 2004

----------

Until March 8, 2004, all dealers that buy, sell, or trade the common stock,
may be required to deliver a prospectus, regardless of whether they are
participating in this offering. This is in addition to the dealers' obligation
to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

F-38

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws provide, among other things, that our officers or directors shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with defense of any threatened,
pending or completed action, suit or proceeding by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to the extent he or she is successful on the merits or otherwise in
defense of any such action, suit or proceeding. Even if not successful, the
Company may in its discretion provide such indemnification upon a determination
by either the Board of Directors of the Company, independent legal counsel on a
written opinion, or by the stockholders of the Company by a majority vote of a
quorum of stockholders at any meeting duly called for such purpose, that
indemnification of the director or officer seeking such indemnification is
proper in the circumstances, that he or she acted in good faith and in a manner
her or she reasonably believed to in or not opposed to the best interests of the
Company and there is no finding of negligence or misconduct in the performance
of his or her duties and, with respect to criminal actions, such person must
have had no reasonable cause to believe that his conduct was unlawful.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of the
common stock by the selling stockholders. The estimated expenses of issuance and
distribution are set forth below:

Registration Fees $619
Transfer Agent Fees $1,000
Costs of Printing and Engraving $1,000
Legal Fees $25,000
Accounting Fees $25,000
Miscellaneous $5,000
-------
Total Estimated Costs of Offering $57,619
=======

RECENT SALES OF UNREGISTERED SECURITIES

SET FORTH BELOW IS A SUMMARY OF ISSUANCES BY THE COMPANY AND ITS PREDECESSOR.
FOR PURPOSES OF THE FOLLOWING SUMMARY, REFERENCES TO "TITAN PCB WEST" SHALL MEAN
"TITAN PCB WEST, INC." AND REFERENCES TO THE "COMPANY", "WE" OR "OUR" SHALL MEAN
"VENTURES-NATIONAL INCORPORATED".

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

Effective July 29, 2002, pursuant to a Consulting Agreement among the
Company, Jenson Services, Inc. and certain individual consultants named therein,
we agreed to issue an aggregate of

II-1

300,000 shares of our common stock to certain consultants, of which 100,000
shares were registered under a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on September 5, 2002. These shares were
issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act.

On July 29, 2002, we issued 100,000 shares of common stock to Mr. Robert
Ciri, in consideration of certain consulting services rendered pursuant to a
letter agreement dated July 29, 2002 by and between the Company and Mr. Ciri.
These 100,000 shares were registered under a Registration Statement on Form S-8
filed with the Securities and Exchange Commission on September 5, 2002. These
shares were issued without registration under the Securities Act, in reliance
upon the exemptions from the registration provisions thereof, contained in
Section 4(2) of the Securities Act.

On July 29, 2002, we granted warrants to purchase up to 350,000 shares of
Company common stock at an exercise price of $2.00 per share, with an expiration
date of August 31, 2007 to STAR Associates, LLC in consideration for the
performance of consulting services. On March 15, 2003, pursuant to an addendum
to the Star Consulting Agreement, we granted Star Associates, LLC additional
warrants to purchase up to 200,000 shares of common stock at an exercise price
of $2.00 per share, with an expiration date of March 15, 2008. These warrants
were issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act. All warrants issued to Star Associates LLC were canceled
by mutual agreement of Star Associates, LLC in an Amendment Agreement between
the parties dated July 24, 2003.

On August 6, 2002, Titan PCB West issued 800,000 shares of Titan PCB West
common stock to SVPC Partners, LLC, a Delaware limited liability company
("SVPC"), in consideration of SVPC's contribution of certain assets and
assignment of certain liabilities pursuant to a Contribution Agreement and
Assignment and Assumption of Liabilities. These shares were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

On August 12, 2002, Titan PCB West issued a promissory note in a private
placement transaction to an investor in the principal amount of $150,000 due
September 30, 2002 with an interest rate of 12% per annum. On September 12,
2002, we repaid the principal and accrued interest of this promissory note
through the issuance of 200,000 shares of common stock, which shares were sold
as part of the Private Placement offering commenced upon effectiveness of the
Merger (as defined below), after giving effect to the repricing thereof. This
note was issued without registration under the Securities Act, in reliance upon
the exemptions from the registration provisions thereof, contained in Section
4(2) of the Securities Act.

On August 6, 2002, Titan PCB West granted to Mr. Louis George options to
purchase up to 350,000 shares of Titan PCB West common stock at an exercise
price of $1.50 per share, with an expiration date of July 31, 2007, as partial
compensation under his employment agreement with Titan PCB West dated as of
August 6, 2002. Upon consummation of the Merger, we issued replacement options
to Mr. George with substantially identical terms and conditions. These shares
were issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act. These options have since been canceled with the mutual
consent of Mr. George and the Company.

II-2

as an employee of Titan PCB West. Upon consummation of the Merger, we issued
replacement options to Mr. Kennedy with substantially identical terms and
conditions. These options were issued without registration under the Securities
Act, in reliance upon the exemptions from the registration provisions thereof,
contained in Section 4(2) of the Securities Act.

Effective as of August 6, 2002, Titan PCB West issued 50,000 restricted
shares of its common stock to Louis George, a former executive officer and
director of the Company, at $1.50 per share in consideration of his contribution
of certain assets and assignment of certain liabilities to Titan PCB West
pursuant to a Contribution Agreement and Assignment and Assumption of
Liabilities dated as of August 6, 2002. These shares were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

On August 12, 2002, Titan PCB West issued 100,000 restricted shares of common
stock to a former Executive Vice President and consultant to Titan PCB West who
resigned as an officer of Titan PCB West in June 2002, in compensation for
consultancy services rendered. These 100,000 shares were registered under Form
S-8 filed with the Securities and Exchange Commission on September 5, 2002.
These shares were issued without registration under the Securities Act, in
reliance upon the exemptions from the registration provisions thereof, contained
in Section 4(2) of the Securities Act.

On August 26, 2002, Forest Home Investors I, LLC ("Forest Home") and Phoenix
Business Trust ("Phoenix Trust"), lenders of Titan PCB West, converted
indebtedness owed by Titan PCB West into shares of Titan PCB West common stock
at the conversion price of $1.50 per share, which resulted in the issuance of
6,667 shares and 123,823 shares to Forest Home and Phoenix Trust, respectively.
These shares were issued without registration under the Securities Act, in
reliance upon the exemptions from the registration provisions thereof, contained
in Section 4(2) of the Securities Act.

On August 30, 2002, through our wholly-owned subsidiary Titan EMS Acquisition
Corp., a Delaware corporation, we acquired all of the capital stock of Titan PCB
West through an exchange of our common stock pursuant to an Agreement and Plan
of Merger (the "Merger") resulting in the issuance of 6,880,490 restricted
shares of common stock to the stockholders of Titan PCB West. These shares were
issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act, and Regulation D promulgated thereunder ("Regulation D").
There were 6 recipients of such shares in the Merger, each of which was a
stockholder of Titan PCB West prior to such issuance, and each of which has
represented to us in writing that he, she, or it is an accredited investor, as
defined in Rule 501(a) of Regulation D, as well as a sophisticated investor.

Upon the effectiveness of the Merger, we commenced the Private Placement.
Effective October 28, 2002, we amended the offering structure to provide for,
inter alia, the offering of shares of common stock (without common stock
purchase warrants) at $0.75 per share, reduced from the previous offering price
of $1.50 per Unit (the "Repricing"). Each investor in the Private Placement who
had purchased Units prior to October 28, 2002 agreed to surrender their rights
to Units and to apply their respective investment amounts toward the purchase of
shares of common stock at $0.75 per share. The Private Placement was closed on
January 9, 2003. We sold an aggregate 2,792,567 shares of common stock in the
Private Placement for aggregate proceeds of $2,094,426. These shares were issued
without registration under the Securities Act, in reliance upon the exemptions
from the registration provisions thereof, contained in Section 4(2) of the
Securities Act, and Regulation D promulgated thereunder. There were 44 investors
in the Private Placement, each of which has represented to us in writing that
he, she, or it is an accredited investor, as defined in Rule 501 (a) of
Regulation D, as well as a sophisticated investor.

II-3

Immediately after the Merger, each of Ohio Investors of Wisconsin and
Irrevocable Children's Trust converted certain outstanding indebtedness of Titan
PCB West into shares of our common stock at a conversion price of $1.50 per
share, resulting in the issuance of 1,160,764 shares of common stock to Ohio
Investors and 68,667 shares of common stock to Irrevocable Children's Trust. The
conversion price at which Ohio Investors of Wisconsin and Irrevocable Children's
Trust agreed to convert their indebtedness into shares of our common stock was
initially determined by reference to the then contemplated offering price of the
Units in the Private Placement. Accordingly, on December 9, 2002, we entered
into a letter agreement with each of Irrevocable Children's Trust and Ohio
Investors of Wisconsin to provide for the issuance of 1,160,764 additional
restricted shares to Ohio Investors of Wisconsin and 68,667 additional
restricted shares of common stock to Irrevocable Children's Trust , to reflect a
corresponding adjustment of the conversion price to $0.75 from $1.50. The shares
related to the conversion of these debts were issued subsequent to August 31,
2002. These shares were issued without registration under the Securities Act, in
reliance upon the exemptions from the registration provisions thereof, contained
in Section 4(2) of the Securities Act, and Regulation D promulgated thereunder.

On September 10, 2002, we issued 50,000 shares of common stock to Dunlap &
Kieft, Inc. in exchange for consulting services pursuant to an agreement of
September 10, 2002. On January 9, 2003 we issued an additional 50,000 shares of
common stock to Dunlap & Kieft, Inc., upon receipt from them of a research
profile commissioned pursuant to the same consulting agreement. These shares
were issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act.

On September 30, 2002, the Company granted non-qualified options to purchase
480,000 shares of common stock to a total of 12 employees of Titan PCB West in
connection with the Merger which options have an exercise price of $1.50 per
share and vest in equal annual installments over a five-year period from the
date of grant. These options were issued without consideration therefore and, as
none of such employees is an accredited investor, as defined in Rule 501 (a) of
Regulation D, such options are not exercisable until a registration statement
under the Securities Act relating to such issuance shall be effective under such
act. As a result of certain of these employees no longer being employed by the
Company only 240,000 of these options remain outstanding.

In October 2002, we agreed to issue to an affiliate of Reitler Brown, LLC,
our legal counsel, warrants to purchase up to 48,753 shares of common stock,
with an exercise price of $1.50 per share expiring five years from the date of
filing of a From SB-2 or Form S-8 covering the shares of common stock underlying
the warrants. This warrant was issued on January 9, 2003. This warrant was
issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act.

On November 7, 2002, we issued 120,000 shares of common stock to R.F.
Lafferty & Co., Inc., in exchange for consulting services. These shares were
issued without registration under the Securities Act, in reliance upon the
exemptions from the registration provisions thereof, contained in Section 4(2)
of the Securities Act.

On November 15, 2002, we issued a warrant, exercisable only in whole and not
in part, to purchase 25,000 shares of common stock for an aggregate purchase
price of $100,000, expiring on December 31, 2003, issued to William Mark in
exchange for consulting services. These shares were issued without registration
under the Securities Act, in reliance upon the exemptions from the registration
provisions thereof, contained in Section 4(2) of the Securities Act.

On December 18, 2002, the Company granted two options, each to purchase
50,000 shares (an aggregate of 100,000 shares) of its common stock having an
exercise price of $1.50 per share and an

II-4

expiration date of December 18, 2007, 100% vested on the date of grant, to
Messrs. Robert Weisberg and Gregory Jacobs. These options were issued without
registration under the Securities Act, in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

On December 18, 2002, the Company granted options to purchase 50,000 shares
of its common stock to David Marks having an exercise price of $1.50 per share
and an expiration date of December 18, 2007, 100% vested on the date of grant.
These options were issued without registration under the Securities Act, in
reliance upon the exemptions from the registration provisions thereof, contained
in Section 4(2) of the Securities Act.

On February 3, 2003 we issued 133,333 shares of common stock to Lawrence
McFall, a Director of the Company, for an aggregate purchase price of $100,000
and 133,333 shares of common stock to James E. Patty, a Director and Former
Chief Executive Officer and President of the Company for an aggregate purchase
price of $100,000, in each case in private placement transactions. In addition,
Mr. McFall purchased 15,200 shares of common stock and Mr. Patty purchased
30,400 shares of common stock, in the Company's Private Placement, at a purchase
price of $0.75 per share, which shares are included in the Registration
Statement of which this Prospectus forms a part. Mr. McFall resigned as Director
and Executive Vice President of the Company on April 30, 2003. Mr. Patty has
resigned as President and Chief Executive of the Company as of July 10, 2003,
however remains as a Director of the Company.

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

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

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

On March 15, 2003 we issued 150,000 shares of common stock to Mr. Frank
Crivello, in exchange for consulting services. These shares were issued without
registration under the Securities Act in reliance upon the exemptions from the
registration provisions thereof, contained in Section 4(2) of the Securities
Act.

II-5

On March 15, 2003 we issued 150,000 shares of common stock to Mr. Andrew
Glashow, at a price of $0.01 per share in exchange for consulting services.
These shares were issued without registration under the Securities Act in
reliance upon the exemptions from the registration provisions thereof, contained
in Section 4(2) of the Securities Act.

On April 22, 2003 we issued Mr. Lawrence McFall, then a Director and
Executive Vice President of the Company, 15,000 shares of Company common stock
in exchange for services performed by Mr. McFall. Mr. McFall resigned as a
Director and as Executive Vice President on April 30, 2003.

On April 22, 2003 we issued Mr. Alfred Covino 25,000 shares of Company common
stock pursuant to an employment agreement between the Company and Mr. Covino
dated as of February 26, 2003.

On May 27, 2003 we issued Mr. Joseph Thoman 25,000 shares of Company common
stock pursuant to an employment agreement between the Company and Mr. Thoman
dated as of May 21, 2003.

On June 19 we issued 50,000 shares of Company common stock to Trilogy Capital
Partners Inc. pursuant to a Consulting Agreement between the Company and Trilogy
Capital Partners Inc.

On July 24, 2003 the Company granted non-qualified options to purchase
315,000 shares of common stock to a total of 5 of our employees which options
have an exercise price of $0.75 per share and vest in equal annual installments
over a five-year period from the date of grant. These options were issued
without consideration therefore and, as none of such employees is an accredited
investor, as defined in Rule 501 (a) of Regulation D, such options are not
exercisable until a registration statement under the Securities Act relating to
such issuance shall be effective under such act.

On July 24, 2003, we issued Ms. Bailey Allard 20,000 shares of common stock
in return for consulting services provided by Ms. Bailey.

On July 24, 2003 we issued 30,000 shares of Company common stock to Victor
Nostas in consideration of financial consulting services pursuant to a
Consulting Agreement dated as of July 24, 2003. These shares were issued without
registration under the Securities Act in reliance upon the exemptions from the
registration provisions thereof contained in Section 4(2) of the Securities Act.

On July 24, 2003, we issued 50,000 shares of Company common stock to Trilogy
Capital, in consideration of financial consulting services. These shares were
issued without registration under the

II-6

Securities Act in reliance upon the exemptions from the registration provisions
thereof contained in Section 4(2) of the Securities Act.

On July 24, 2003 we granted options to purchase 50,000 shares of our common
stock to Mr. Robert E. Ciri, Mr. Lawrence McFall, Mr. Joel Gold and Mr. James E.
Patty for a total of 200,000 shares having an exercise price of $0.75 per share
and an expiration date of July 24, 2008, 100% vested on the date of grant. These
shares were issued without registration under the Securities Act in reliance
upon the exemptions from the registration provisions thereof contained in
Section 4(2) of the Securities Act.

On October 9, 2003, we issued 600,000 shares of common stock to Joseph Pye in
connection with a loan by Mr. Pye to us in the amount of $400,000. These shares
were issued without registration under the Securities Act in reliance upon the
exemptions from the registration provisions thereof contained in Section 4(2) of
the Securities Act.

On November 25, 2003, we issued 200,000 shares of common stock to Reitler
Brown, LLC, ttorneys, in full satisfaction of our outstanding liabilities to
them. These shares were issued without registration under the Securities Act in
reliance upon the exemptions from the registration provisions thereof contained
in Section 4(2) of the Securities Act.

On December 1, 2003, we agreed to grant to Kenneth L. Shirley, our Chief
Executive Officer, warrants exercisable for an aggregate of 250,000 shares of
our common stock at the exercise price of $0.77 per share; such warrants also
contain net issuance provisions. These shares were issued without registration
under the Securities Act in reliance upon the exemptions from the registration
provisions thereof contained in Section 4(2) of the Securities Act.

II-7

EXHIBITS

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION

3.1 Certificate of Incorporation of Ventures-National Incorporated, as
amended.(1)

3.2 By-Laws of Ventures-National Incorporated, as amended.(1)

5.1 Legal opinion of Leonard Neilson (17).

10.1 Agreement and Plan of Merger, dated as of August 12, 2002, among
Ventures-National Incorporated, Titan EMS Acquisition Corporation, and Titan PCB
West, Inc.(2)

10.2 Contribution Agreement dated as of August 6, 2002, by and between
Titan PCB West, Inc. and SVPC Partners, LLC.(2)

10.3 Contribution Agreement dated as of August 6, 2002 by and between
Titan PCB West, Inc. and Louis George.(2)

10.4 Employment Agreement dated as of August 6, 2002 by and between Titan
PCB West, Inc. and Louis George.(2)

10.5 Employment Agreement dated as of August 12, 2002 by and between
Titan PCB West, Inc. and Stephen Saul Kennedy.(2)

10.6 Consulting Agreement dated as of July 29, 2002 by and between Robert
Ciri and Ventures-National Incorporated.(2)

10.7 Consulting Agreement dated as of July 29, 2002, by and among
Ventures-National Incorporated, Jenson Services, Inc., Duane S. Jenson, Jeffrey
D. Jenson, Travis T. Jenson, Thomas J. Howells, Jeffrey D. Jensen, Leonard W.
Burningham and James P. Doolin.(2)

10.8 Consulting Agreement dated as of July 29, 2002 by and between
Ventures-National Incorporated and STAR Associates, LLC.(2)

10.9 Financial Advisory Agreement dated as of July 29, 2002 by and
between Ventures-National Incorporated and STAR Associates, LLC.(2)

10.10 Letter Agreement dated August 26, 2002 by and between Titan PCB
West, Inc. and Phoenix Business Trust.(2)

10.11 Letter Agreement dated August 26, 2002 by and between Titan PCB
West, Inc. and Forest Home Investors I, LLC.(2) II-8

II-8

10.12 Indemnification Agreement dated August 19, 2002 by and among
Ventures-National Incorporated, Titan EMS and Jenson Services, Inc.(2)

10.13 Option Agreement dated as of August 22, 2002 by and among
Ventures-National Incorporated, Jenson Services, Inc., Duane S. Jenson, Jeffrey
D. Jenson, Travis T. Jenson, Thomas J. Howells, James P. Doolin, Leonard W.
Burningham, Esq. and Interwest Transfer Company.(3)

10.14 Consulting Agreement, dated as of May 1, 2001, between SVPC
Partners, LLC and Frank Crivello.(4)

10.15 Letter Agreement, dated August 30, 2002, between Ventures-National
Incorporated and Irrevocable Children's Trust.(5)

10.16 Letter Agreement, dated August 30, 2002, between Ventures-National
Incorporated and Ohio Investors of Wisconsin LLC.(5)

10.17 Warrant, dated November 15, 2002, issued to William Mark.(6)

10.18 Agreement, dated as of September 10, 2002, between Ventures-National
Incorporated and Dunlap & Kieft.(6)

10.19 Form of Agreement, dated as of November 7, 2002, between
Ventures-National Incorporated and R.F. Lafferty & Co., Inc.(6)

10.20 Form of warrant, dated as of January 9, 2003, to be issued to RB
Holdings LLC.(7)

10.21 2002 Stock Option Plan.(8)

10.22 2002 Stock Option Plan for Non-Employee Directors as amended.(8)

10.23 Lease Indenture dated as of February 26, 2003, between Howard J.
Doane JR, Trustee of HD Realty Trust - 1993 and Titan PCB East, Inc.(8)

10.24 Lease dated 6th of August 2002 by and between SVPC Partners, LLC and
Titan PCB West, Inc.(12)

10.25 Promissory Note dated as of February 27, 2003 by Titan PCB East,
Inc. in favor of certain holders.(8)

10.26 Security Agreement dated as of February 27, 2003, between Titan PCB
East, Inc. and Personal Resources Management, Inc., as Collateral Agent.(8).

10.27 Agency Agreement dated February 27, 2003 between the investors named
therein, and Personal Resources Management, Inc., acting in its capacity as
collateral agent for the investors.(8)

10.28 Securities Purchase Agreement, dated as of February 27, 2003, among
the purchasers named therein, Titan PCB East Inc., and Ventures-National
Incorporated.(8)

II-9

10.29 Secured Party's Bill of Sale dated February 27, 2003.(9)

10.30 Stock Purchase Agreement, dated as of March 5, 2003, among Howard
Doane, Titan PCB East, Inc. and Ventures-National Incorporated.(10)

10.31 Acknowledgment of Assignment dated March 5, 2003 among the
Registrant, Titan PCB East, Inc. and Coesen Inc.(10)

10.32 Stockholders Agreement dated March 5, 2003 among Coesen Inc., Howard
Doane, Joseph Thoman and Alfred Covino.(10)

10.33 Amendment to Employment Agreement dated February 20, 2003 between
Titan PCB West, Inc., and Mr. Louis George.(12)

10.34 Sublease dated July 26, 2002 among Tyco Printed Circuit Group LP,
Titan PCB West, Inc. and SVPC Partners, LLC and Phoenix Business Trust.(12)

10.35 Standard Industrial/Commercial Multi-Tenant Lease dated February 4,
2000 among Kevan Del Grande and Salvatore Grassia, d/b/a K&S Enterprises and
SVPC Circuit Systems, Inc.(12)

10.36 Consulting Agreement dated as of March 12, 2003 by and between Fred
Kudish and Ventures-National Incorporated.(13)

10.37 Consulting Agreement dated as of March 15,2003 by and between
Phoenix Investors LLC and Ventures-National Incorporated.(13)

10.38 Consulting Agreement dated as of March 15, 2003 by and between
Andrew Glashow and Ventures-National Incorporated.(11)

10.39 Consulting Agreement dated as of March 15, 2003 by and between Frank
Crivello and Ventures-National Incorporated.(11)

10.40 Addendum dated March 15, 2003 to Consulting Agreement dated as of
July 29, 2002 by and between Star Associates, LLC and Ventures-National
Incorporated.(13)

10.41 Mortgagee's Waiver and Consent dated as of May 9, 2003, by and among
Eastern Bank, Titan PCB East, Inc., and Equinox Business Credit Corp.(13)

10.42 Loan and Security Agreement dated as of May 9, 2003 by and between
Equinox Business Credit Corp., a New Jersey corporation ("Lender") and Titan PCB
East, Inc.(13)

10.43 Promissory Note between Titan PCB East, Inc., and Equinox Business
Credit Corp.(13)

10.44 Guarantee of Validity of Collateral, dated as of May 9, 2003 by
Robert E. Ciri, in favor of Equinox Business Credit Corp.(13)

II-10

10.45 Letter dated as of May 9, 2003 between Equinox Business Credit Corp.
and Titan PCB East, Inc.(13)

10.46 Subordination Agreement dated as of May 9, 2003 among Equinox
Business Credit Corp., Ventures-National Incorporated and Titan PCB East,
Inc.(13)

10.47 Amendment Number 1 dated as of May 5, 2003, to the Security
Agreement dated as of February 27, 2003, between Titan PCB East, Inc., and
Personal Resources Management, Inc., as Collateral Agent.(13)

10.48 Assignment and Assumption Agreement, dated as of May 5, 2003 by and
among, among Titan PCB East, Inc., Titan PCB West, Inc., and Personal Resources
Management, Inc. as Collateral Agent.(13)

10.49 Consulting Agreement dated as of July 24, 2003 between
Ventures-National Incorporated and SBI Securities.(13)

10.50 Employment Agreement dated as of July 29, 2003 between
Ventures-National Incorporated and Mr. Robert Ciri.(13)

10.51 Employment Agreement dated as of July 29, 2003 between
Ventures-National Incorporated and Mr. Andrew Glashow.(13)

10.52 Warrant granted to Robert E. Ciri by Irrevocable Children's Trust
dated July 29, 2003.(13)

10.53 Warrant granted to Andrew J. Glashow by Irrevocable Children's Trust
date July 29, 2003. (13)

10.54 Warrant granted to SBI-USA by Ventures-National Incorporated dated
July 24, 2003. (13)

10.55 Warrant granted to SBI-USA by Irrevocable Children's Trust dated
July 24, 2003. (13)

10.56 Form of Warrant granted to SBI-USA by Ventures-National Incorporated
dated August 18, 2003. (14)

10.57 Form of Letter of Amendment dated as of August 18, 2003 between
SBI-USA and Ventures-National Incorporated. (14)

10.58 Form of Consulting Agreement among Trilogy Capital Partners Inc.,
Ventures-National Incorporated and the Irrevocable Children's Trust. (14)

10.59 Form of Consulting Agreement dated as of July 24, 2003, between
Victor Nostas and Ventures-National Incorporated. (14)

10.60 Form of Consulting Agreement dated as of June 9, 2003 between
Trilogy Capital Partners Inc. and Ventures-National Incorporated. (14) II-11

II-11

10.61 Convertible Term Note dated November 20, 2003 issued to Laurus
Master Fund, Ltd. (15)

10.62 Common Stock Purchase Warrant of Ventures-National Incorporated
dated November 20, 2003 issued to Laurus Master Fund, Ltd. (15)

10.63 Registration Rights Agreement dated November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.64 Securities Purchase Agreement dated November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.65 Security Letter Agreement dated November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund. (15)

10.66 Subsidiary Security Agreement dated November 20, 2003 by and among
Laurus Master Fund, Ltd., Titan PCB East, Inc. and Titan PCB West, Inc. (15)

10.67 Subsidiary Guaranty dated November 20, 2003 by and among Laurus
Master Fund, Ltd., Titan PCB East, Inc. and Titan PCB West, Inc. (15)

10.68 Stock Pledge Agreement dated November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.69 Registration Rights Agreement dated November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.70 Common Stock Purchase Warrant dated November 20, 2003 issued by
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.71 Secured Convertible Minimum Borrowing Note dated November 20, 2003
issued by Ventures-National Incorporated to Laurus Master Fund, Ltd. (15)

10.72 Secured Revolving Note dated November 20, 2003 issued by
Ventures-National Incorporated in favor of Laurus Master Fund, Ltd. (15)

10.73 Security Agreement dated as of November 20, 2003 by and between
Ventures-National Incorporated and Laurus Master Fund, Ltd. (15)

10.74 Amendment No. 1 to Convertible Term Note of Ventures-National
Incorporated dba Titan General Holdings, Inc., dated January 8, 2004, between us
and Laurus Master Fund, Ltd. (17)

10.75 Amendment No. 1 to Secured Convertible Minimum Borrowing Note of
Ventures-National Incorporated, dated January 8, 2004, between us and Laurus
Master Fund, Ltd. (17)

10.76 Waiver letter, dated January 8, 2004, from Laurus Master Fund, Ltd.
to us. (17)

10.77 Settlement Agreement dated as of February 4, 2004 by and among us,
Irrevocable Children's Trust and Robert Ciri.(16)
10.78 Settlement Agreement dated as of February 4, 2004 by and among us,
Irrevocable Children's Trust and Andrew Glashow. (16)

10.79 Amendment No. 1 to Secured Revolving Note of Ventures-National
Incorporated dba Titan General Holdings, Inc., dated February 25, 2004, between
us and Laurus Master Fund, Ltd.

10.80 Amendment No. 2 to Secured Convertible Minimum Borrowing Note of
Ventures-National Incorporated, dated February 25, 2004, between us and Laurus
Master Fund, Ltd.

21 Subsidiaries of the Registrant. Titan PCB West, Inc., a Delaware
Corporation Titan PCB East, Inc., a Delaware Corporation (17)

23 Consent of Independent Certified Public Accountant.

----------

(1) Previously filed and incorporated herein by reference to our Annual Report
on Form 10-KSB, dated September 29, 2000. (Filing number: 002-98075-D)

II-12

(2) Previously filed and incorporated herein by reference to our Current
Report on Form 8-K, dated August 30, 2002, and filed on September 4, 2002.
(Filing number: 000-324847)

(3) Previously filed and incorporated herein by reference to our Current
Report on Form 8-K dated August 30, 2002, and filed on September 4, 2002,
and as amended in our Current Report on Form 8-K, dated September 11,
2002. (Filing number:000-32847)

(4) Previously filed and incorporated herein by reference to the Registration
Statement on Form S-8, dated August 14, 2002, and filed on September 5,
2002. (Filing number: 333-99167)

(5) Previously filed and incorporated herein by reference to the 8-K Current
Report dated September 11, 2002, and as amended in the Current Report on
Form 8-K, dated December 9, 2002. (Filing number: 000-32847)

(6) Previously filed and incorporated herein by reference to the 10-KSB Annual
report filed December 16, 2002. (Filing number: 000-32847)

(7) Previously filed and incorporated herein by reference to the 10QSB
Quarterly Report filed January 16, 2002. (Filing number:000-32847)

(8) Previously filed and incorporated herein by reference to the SB-2
pre-effective amendment number 1 filed March 20, 2003. (Filing number:
333-102697)

(9) Previously filed and incorporated herein by reference to our Current
Report on Form 8-K, dated February 27, 2003 filed March 3, 2003. (Filing
number: 000-32847)

(10) Previously filed and incorporated herein by reference to our Current
Report on Form 8-K, filed March 11, 2003. (Filing number: 000-32847)

(11) Previously filed and incorporated herein by reference to the Form S-8
filed on April 8, 2003. (Filing number: 333-104365)

(12) Previously filed and incorporated herein by reference to the SB-2
registration statement effective April 10, 2003. (Filing number:
000-32847)

(13) Previously filed and incorporated herein by reference to SB-2
pre-effective amendment number 1 filed on August 14, 2003 (Filing number:
333-107497)

(14) Previously filed and incorporated herein by reference to SB-2
pre-effective amendment number 2 filed on August 19, 2003 (Filing number:
333-107497)

(15) Previously filed and incorporated herein by reference to our 10-KSB Annual
Report filed December 10, 2003 (Filing No. 000-32547)

(16) Previously filed and incorporated herein by reference to our Form 8-K
filed February 5, 2004

(17) Previously filed and incorporated herein by reference to SB-2
pre-effective amendment number 1 filed on February 11, 2004

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UNDERTAKINGS

We undertake to:

(1) File, during any period in which we offer or sell securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan
of distribution. (2) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Amendment to its Registration Statement on Form
SB-2 and authorized this registration Statement to be signed on our behalf by
the undersigned, thereunto duly authorized, in Fremont, California, on the 9th
day of March, 2004.

VENTURES-NATIONAL INCORPORATED
/s/ KENNETH L. SHIRLEY
- ------------------------------
KENNETH L. SHIRLEY,
CHIEF EXECUTIVE OFFICER AND DIRECTOR

SIGNATURE TITLE DATE
Kenneth L. Shirley* Director, President and Chief March 9, 2004
Executive Officer

David Marks* Director March 9, 2004

Daniel Guimond* Acting Chief Financial Officer March 9, 2004
(Principal Financial and
Accounting Officer)

* By: /s/ Kenneth L. Shirley
Kenneth L. Shirley
Attorney-in-Fact

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