10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

(Mark One)

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

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

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

EXCHANGE ACT OF 1934

For the transition period from                                                                            to                      

Commission file number 0-52415

TITANIUM GROUP LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands (State or other jurisdiction of incorporation or organization) Not Applicable  (IRS Employer Identification No.)

Suite 2101, 21/F, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong

(Address of principal executive offices)(Zip Code)

(852) 3679 3110

(Registrant’s telephone number, including area code)

Not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]Yes                      [  ]No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).[  ]Yes[  ]No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company.  See definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer[  ]	Accelerated filer[  ]
Non-accelerated filer[  ]	Smaller reporting company[X]

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

[  ]Yes   [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  100,000,000 shares of Common Stock, $0.01 par value, as of August 20, 2011

Explanatory Note

This Amendment No. 1 to Titanium Group Limited’s (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2011 (“Form 10-Q”), as filed with the Securities and Exchange Commission on August 22, 2011, is being filed solely to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in eXtensible Business Reporting Language:  (i) the Company’s condensed consolidated balance sheets as of June 30, 2011 (unaudited) and December 31, 2010, (ii) the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2011 and 2010, (iii) the Company’s unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2011 and 2010, (iv) the Company’s condensed consolidated statements of stockholders’ equity for the six months ended June 20, 2011, and (v) the notes to the Company’s condensed consolidated financial statements (unaudited).

No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above.  This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

PART II – OTHER INFORMATION

Item 6.                      Exhibits

Regulation S-K Number	Exhibit
31.1	Rule 13a-14(a) Certification of Chief Executive Officer *
31.2	Rule 13a-14(a) Certification of Chief Financial Officer*
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

_______ _____________

 *           Previously filed.

** Furnished herewith.  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

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

	TITANIUM GROUP LIMITED
August 30, 2011	By:	/s/ LAN Mingzheng
		LAN Mingzheng
		Chief Financial Officer

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CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical]	Jun. 30, 2011 USD ($)	Jun. 30, 2011 HKD	Dec. 31, 2010 HKD
Common stock, par value (in dollars per share)	$ 0.01	0.078	0.078
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	100,000,000	100,000,000	52,635,560
Common stock, shares outstanding	100,000,000	100,000,000	52,635,560

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	3 Months Ended			6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 HKD	Jun. 30, 2010 HKD	Jun. 30, 2011 USD ($)	Jun. 30, 2011 HKD	Jun. 30, 2010 HKD
REVENUE, NET	$ 1,529,144	11,927,323	4,804	$ 2,175,624	16,969,867	9,608
COST OF REVENUE	(1,501,086)	(11,708,471)	0	(2,139,229)	(16,685,986)	0
GROSS PROFIT	28,058	218,852	4,804	36,395	283,881	9,608
Operating expense:
Selling, general and administrative	96,934	756,085	2,015,179	283,888	2,214,326	2,095,371
Total operating expenses	96,934	756,085	2,015,179	283,888	2,214,326	2,095,371
LOSS FROM OPERATIONS	(68,876)	(537,233)	(2,010,375)	(247,493)	(1,930,445)	(2,085,763)
Other income (expense):
Interest income	19	148	0	67	523	0
Sundry income	0	0	1,700	0	0	1,700
Interest expense	(5,718)	(44,600)	(26,050)	(11,372)	(88,702)	(833,845)
Discount of convertible debenture	0	0	0	0	0	(121,822)
Gain from change in fair value of warrant liability	0	0	39	0	0	33,985
Total other expense	(5,699)	(44,452)	(24,311)	(11,305)	(88,179)	(919,982)
LOSS BEFORE INCOME TAX	(74,575)	(581,685)	(2,034,686)	(258,798)	(2,018,624)	(3,005,745)
Income tax expense	(8,116)	(63,305)	0	(8,116)	(63,305)	0
NET LOSS	(82,691)	(644,990)	(2,034,686)	(266,914)	(2,081,929)	(3,005,745)
Other comprehensive income (loss):
- Foreign currency translation gain (loss)	3,550	27,690	(24,720)	1,081	8,432	(24,393)
COMPREHENSIVE LOSS	$ (79,141)	(617,300)	(2,059,406)	$ (265,833)	(2,073,497)	(3,030,138)
Net loss per share - Basic and diluted (in dollars per share)	$ 0	(0.01)	(0.04)	$ 0	(0.03)	(0.06)
Weighted average common shares outstanding - Basic and diluted (in shares)	68,949,978	68,949,978	52,635,560	60,792,769	60,792,769	52,635,560

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DOCUMENT AND ENTITY INFORMATION	6 Months Ended
	Jun. 30, 2011	Aug. 20, 2011
Entity Registrant Name	Titanium Group LTD
Entity Central Index Key	0001338520
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	ttnfd
Entity Common Stock, Shares Outstanding		100,000,000
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011

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INVENTORIES

6 Months Ended

Jun. 30, 2011

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 6 – INVENTORIES

Inventories consist of the following:

	June 30, 2011		December 31, 2010
Raw materials	$	922,436	$	2,716,132
Work-in-process		445,840		293,873
Finished goods		5,602,912		750,703
Inventories, net	$	6,971,188	$	3,760,708

For the three and six months ended June 30, 2011 and 2010, the Company recorded no allowance for slow-moving and obsolete inventories.

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CONCENTRATIONS OF RISK

6 Months Ended

Jun. 30, 2011

Risks and Uncertainties [Abstract]

Concentration Risk Disclosure [Text Block]

NOTE 12 – CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)         Major customers

For the three months ended June 30, 2011, there was a single customer who accounted for 100% of the Company’s revenue amounting to HK$11,927,323 with accounts receivable balance of HK$3,010,332 at period-end date:

For the six months ended June 30, 2011, there was a single customer who accounted for 95% of the Company’s revenue amounting to HK$16,116,258 with accounts receivable balance of HK$3,010,332 at period-end date:

For the three and six months ended June 30, 2010, there was no single customer who accounted for 10% or more of the Company’s revenues.

(b)         Major vendors

For the three and six months ended June 30, 2011, the vendor who accounted for 10% or more of the Company’s purchases and its outstanding balance at period-end date, are presented as follows:

	Three months ended June 30, 2011				June 30, 2011
	Purchases		Percentage of purchases		Accounts payable, trade
Vendor A	$	6,449,531	39	%	$	1,727,996
Vendor B		5,786,258	35	%		3,865,423
Vendor C		2,035,441	12	%		1,662,203
Total:	$	14,271,230	86	%	$	7,255,622

	Six months ended June 30, 2011				June 30, 2011
	Purchases		Percentage of purchases		Accounts payable, trade
Vendor A	$	19,124,118	57	%	$	1,727,996
Vendor B		5,786,258	17	%		3,865,423
Vendor C		4,530,458	13	%		1,662,203
Total:	$	29,440,834	87	%	$	7,255,622

For the three and six months ended June 30, 2010, there was no single vendor who accounted for 10% or more of the Company’s purchases.

(c)         Credit risk

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d)         Exchange rate risk

The reporting currency of the Company is HK$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between HK$ and RMB. If RMB depreciates against HK$, the value of RMB revenues and assets as expressed in HK$ financial statements will decline. The

Company does not hold any derivative or other financial instruments that expose to substantial market risk.

(e)         Economic and political risks

The Company's operations are conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC and by the general state of the PRC economy.

The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting [Text Block]

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States of America (“GAAP”) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2010 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2011 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements of Shenzhen KangLv for the year ended December 31, 2010.

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2011

Notes Payable Disclosure [Abstract]

Notes Payable Disclosure [Text Block]

NOTE 9 - NOTES PAYABLE

For the six months ended June 30, 2011, the Group restructured its debts due to a stockholder, Cancare International Group (HK) Limited and a former director, Mr. Wen Jialong, and transferred to a third party, Dashing Career Holdings Limited (“DCHL”) for an aggregate amount of HK$1,987,211, which was unsecured and repayable within the next twelve months, which carried interest at 9% per annum.

Also, the Group obtained a loan of HK$241,124 from DCHL, which was unsecured, interest-free and repayable within the next twelve months.

As of June 30, 2011, the Group had the note outstanding balance of HK$2,228,335.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 14 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2011 through the date of the condensed consolidated financial statements were issued and filed with this Form 10-Q. During the period, the Company did not have any material recognizable subsequent events.

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CONVERTIBLE DEBENTURES

6 Months Ended

Jun. 30, 2011

Convertible Debt Disclosure [Abstract]

Convertible Debt Disclosure [Text Block]

NOTE 10 - CONVERTIBLE DEBENTURE

On April 3, 2007, the Company entered into a Securities Purchase Agreement (the “Agreement”) with several accredited investors (“the Investors”). In accordance with the Agreement, the Investors agreed to purchase in the aggregate, HK$11,310,000 (US$1,450,000) principal amount of Series A 8% Senior Convertible Debentures (“the Debenture”).

The Debenture has the following material terms:

· Interest at 8% per annum, payable quarterly on January 1, April 1, July 1 and October 1 beginning July 1, 2007 in cash or in shares at the option of the Company, with the shares to be registered pursuant to an effective registration statement and priced at the lesser of (a) US$0.30 or (b) 90% of the volume-weighted average price for the 10 consecutive trading days immediately prior to payment;

· Maturity date of 36 months;

· Convertible at any time by the holders into shares of the Company’s common stock at a price equal to US$0.30;

· Convertible at the option of the Company as long as there is an effective registration statement covering the shares underlying the debentures and the closing bid price of the Company’s common stock is at least US$0.75 per share;

· Redeemable at the option of the Company at 120% of face value, as long as there is an effective registration statement covering the shares underlying the debentures; and

· Anti-dilution protections to allow adjustments to the conversion price of the debentures in the event the Company sells or issues shares at a price less than the conversion price of the debentures.

· The holders of the Debenture and Warrants have registration rights that require the Company to file a registration statement with the Securities and Exchange Commission to register the resale of the common stock issuable upon conversion of the Debenture or the exercise of the Warrants.

· In Event of Default that results in the eventual acceleration of this Debenture, the interest rate on this Debenture shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.

In connection with the Debenture, on the same date, the Company issued warrants to investors that are exercisable for up to 4,833,333 shares of common stock of the Company with an exercise price of US$0.50 per share. The warrants are exercisable for a five-year period commencing on April 3, 2007. The Company also paid a placement fee of HK$1,131,000 (US$145,000) and issued warrants to the placement agents entitling the holders to purchase an aggregate of 483,333 shares of common stock of the Company at an exercise price of US$0.315 per share in a warrant life of seven years. The Company received HK$9,555,000 (US$1,225,000), net of expenses in relation to issuance of the Debenture of HK$1,755,000 (US$225,000) after all the closing conditions were satisfied. Proceeds of the financing are used for working capital and for the further development of the Company’s proprietary technology.

On November 23, 2007, the Company entered into an Amendment and Waiver Agreement (the “Waiver Agreement”) with the holders of the Debentures. The Waiver Agreement granted a one-time waiver of all then existing events of default, reduced the conversion price from US$0.30 to US$0.20, granted a one-time waiver of any anti-dilution adjustment to the warrant which would have been triggered by the reduction to the conversion price, and provided for the issuance of 855,339 shares of common stock as payment of interest due July 1, 2007, October 1, 2007, January 1, 2008 and any late fees thereon.

On May 31, 2011, the Company reached a final settlement with the Investors to repay the convertible debentures, together with all accrued and paid interest with an issuance of a total of 3,500,000 (post reverse split) shares of its common stock to satisfy with the following terms:

(a) as full and complete payment of the outstanding balances of convertible debenture and related interest

(b) consideration for a release of any and all claims against the Company, and

(c) relinquishment of outstanding warrants and any other rights to acquire securities of the Company.

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AMOUNTS DUE TO RELATED PARTIES

6 Months Ended

Jun. 30, 2011

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 7 – AMOUNTS DUE TO RELATED PARTIES

	June 30, 2011		December 31, 2010
Amount due to a director, Mr. Lai Huamin	$	1,192,303	$	1,165,498
Amount due to a former director, Mr. Wen Jialong		364,530		492,852
Amount due to a stockholder, Cancare International Group (HK) Ltd		1,388,603		847,033
	$	2,945,436	$	2,505,383

As of June 30, 2011, the amounts due to related parties represented temporary advances made to the Group, which were unsecured, interest-free and repayable within the next twelve months.

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)	Common stock USD ($)	Common stock HKD	Additional paid-in capital USD ($)	Additional paid-in capital HKD	Accumulated other comprehensive income USD ($)	Accumulated other comprehensive income HKD	Accumulated deficit USD ($)	Accumulated deficit HKD	Total USD ($)	Total HKD
Balance at Dec. 31, 2010		4,105,574		(663,221)		54,935		(20,850,921)		(17,353,633)
Balance (in shares) at Dec. 31, 2010		52,635,560
Shares effectively issued to former TTNUF shareholders as part of the May 31, 2011 recapitalization		402,826		(379,535)		(23,291)		0		0
Shares effectively issued to former TTNUF shareholders as part of the May 31, 2011 recapitalization (in shares)		5,164,440
Full release of convertible debenture and all accrued and unpaid interest in exchange for common stock		273,000		14,264,427		0		0		14,537,427
Full release of convertible debenture and all accrued and unpaid interest in exchange for common stock (in shares)		3,500,000
Conversion of notes payable into common stock		3,018,600		0		0		0		3,018,600
Conversion of notes payable into common stock (in shares)		38,700,000
Net loss for the period		0		0		0		(2,081,929)	(266,914)	(2,081,929)
Foreign currency translation adjustment		0		0		8,432		0	1,081	8,432
Balance at Jun. 30, 2011	$ 1,000,000	7,800,000	$ 1,695,086	13,221,671	$ 5,138	40,076	$ (2,940,109)	(22,932,850)	$ (239,885)	(1,871,103)
Balance (in shares) at Jun. 30, 2011	100,000,000

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GOING CONCERN UNCERTAINTIES

6 Months Ended

Jun. 30, 2011

Going Concern Uncertainties Disclosure [Abstract]

Going Concern Uncertainties Disclosure [Text Block]

NOTE 3 - GOING CONCERN UNCERTAINTIES

These condensed consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the six months ended June 30, 2011, the Group incurred a net loss of HK$2,081,929 resulting in an accumulated deficit of HK$22,932,850 and a working capital deficit of HK$3,384,475 at that date. The continuation of the Group as a going concern through June 30, 2012 is dependent upon the continuing financial support from its stockholders. Management believes, the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due.

These factors raise substantial doubt about the Group’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Group not being able to continue as a going concern.

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2011

Accounting Changes and Error Corrections [Abstract]

Accounting Changes and Error Corrections [Text Block]

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

The Group has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In May 2011, the Financial Accounting Standard Board (“FASB”) issued ASU 2011-04, which is an update to Topic 820, “Fair Value Measurement ”. This update establishes common requirements for measuring fair value and related disclosures in accordance with accounting principles generally accepted in the United Sates and international financial reporting standards. This amendment did not require additional fair value measurements. ASU 2011-04 is effective for all interim and annual reporting periods beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, which is an update to Topic 220, “Comprehensive Income ”. This update eliminates the option of presenting the components of other comprehensive income as part of the statement of changes in stockholders’ equity, requires consecutive presentation of the statement of net income and other comprehensive income and requires reclassification adjustments from other comprehensive income to net income to be shown on the financial statements. ASU 2011-05 is effective for all interim and annual reporting periods beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 13 - COMMITMENTS AND CONTINGENCIES

The Company leases the manufacturing facility under a non-cancelable operating lease for a term of one year with fixed monthly rentals, due September 30, 2011. Costs incurred under this operating lease are recorded as rent expense and totaled approximately $182,091 and $0 for the six months ended June 30, 2011 and 2010.

As of June 30, 2011, the Company has future minimum rental payments of $28,782 due under a non-cancelable operating lease in the next twelve months.

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INCOME TAXES

6 Months Ended

Jun. 30, 2011

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 5 – INCOME TAXES

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes ” (“ASC 740”). Under this method, 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 and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the six months ended June 30, 2011 and 2010, the local (BVI) and foreign components of (loss) income before income taxes were comprised of the following:

	Six months ended June 30,
	2011			2010
Tax jurisdictions from:
– BVI (local)	$	(56,995	)	$	(921,682	)
– Hong Kong		(2,235,510	)		(2,084,063	)
– The PRC		210,881			-
(Loss) income before income taxes	$	(2,081,624	)	$	(3,005,745	)

The Company’s subsidiary, Shenzhen Kanglv is subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China, at a unified income tax rate of 25%. A reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2011 and 2010 is as follows:

	Six months ended June 30,
	2011			2010
Income before income taxes	$	210,881		$	-
Statutory income tax rate		25	%		25	%
Income tax expense at statutory rate		52,720			-
Non-deductible items		10,585			-
Income tax expense at statutory rate	$	63,305		$	-

As of June 30, 2011, the operations in Hong Kong and the PRC incurred HK$17,291,912 of the aggregate net operating losses carryforward that may be used to offset future taxable income. The Group has provided for a valuation allowance of HK$3,121,779 against the significant portion of deferred tax assets as the management believes it is more likely than not that these assets will not be realized in the future.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 HKD	Jun. 30, 2010 HKD
Cash flow from operating activities:
Net loss	$ (266,914)	(2,081,929)	(3,005,745)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of plant and equipment	14,601	113,888	0
Amortization cost on discount of convertible debenture	0	0	121,822
Gain from change in fair value of warrant liability	0	0	(33,985)
Changes in operating assets and liabilities:
Restricted cash	27,164	211,879	0
Accounts receivable	409,387	3,193,218	72,145
Inventories	(395,426)	(3,084,323)	0
Deposits and other receivables	(14,323)	(111,719)	42,420
Accounts payable	26,710	208,338	354,940
Income tax payable	8,116	63,305	0
Accrued liabilities and other payable	(30,554)	(238,321)	(9,607)
Net cash used in operating activities	(221,239)	(1,725,664)	(2,458,010)
Cash flows from investing activities
Purchase of plant and equipment	(32,619)	(254,428)	0
Net cash used in investing activities	(32,619)	(254,428)	0
Cash flows from financing activities:
Advances from a third party	30,914	241,129	0
Advances from related parties	330,232	2,575,810	2,470,471
Net cash provided by financing activities	361,146	2,816,939	2,470,471
Effect of exchange rate changes on cash and cash equivalent	7,273	56,729	(24,393)
NET CHANGE IN CASH AND CASH EQUIVALENTS	114,561	893,576	(11,932)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	91,834	716,305	92,368
CASH AND CASH EQUIVALENTS, END OF PERIOD	206,395	1,609,881	80,436
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	0	0	0
Cash paid for interest	$ 0	0	0

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ORGANIZATION AND BACKGROUND

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 - ORGANIZATION AND BACKGROUND

Titanium Group Limited (the “Company” or “TTNUF”) was incorporated as an International Business Company with limited liability in the British Virgin Islands (“BVI”) under the International Business Companies Act (“IBC Act”) of the British Virgin Islands on May 17, 2004 and subsequently registered under the BVI Business Companies Act (“BVIBC Act”) on January 1, 2007 when the IBC Act was repealed and replaced with the BVIBC Act. The Company, through its subsidiaries, mainly engages in the manufacture and sales of electric wire products in the PRC, with its principal place of business in Shenzhen City, the PRC.

On May 31, 2011, the Company closed on the transactions described in a Memorandum of Understanding dated September 1, 2010 and amended on November 18, 2010 and March 18, 2011 (the “MOU”). Under the terms of the MOU:

1.         The Company agreed to effect a 1-for-10 consolidation of its issued and outstanding shares of common stock.

2.         The holders of the Company’s outstanding convertible debentures in the aggregate principal amount of US$1,400,000 (HK$10,920,000) agreed to accept a total of 3,500,000 post-consolidation common shares as full and complete payment of the debentures and all accrued and unpaid interest thereon.

3.         Zili Industrial Co., Limited, an entity owned and/or controlled by Mr. XU Zhigang, agreed to purchase 38,700,000 post-consolidation common shares and deposit the purchase price of US$387,000 into escrow.

4.         Huabao Asia Limited, an entity owned and controlled by Mr. CHEN Tianju, agreed that it would transfer ownership of Shenzhen Kanglv Technology Company Limited (“Shenzhen Kanglv”) to the Company, in exchange for 52,635,560 post-consolidation common shares.

The stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby Shenzhen Kanglv is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying condensed consolidated financial statements are in substance those of Shenzhen Kanglv, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of stock exchange transaction. The Company is deemed to be a continuation of the business of Shenzhen Kanglv.

Accordingly, the accompanying condensed consolidated financial statements include the following:

(1)           the balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost; and

(2)           the financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

The accompanying condensed consolidated financial statements present the financial position and results of operations of the Company and its subsidiary companies, Titanium Technology Limited, Titanium Technology (Shenzhen) Co., Ltd., Kanglv Cable Technology (Hong Kong) Limited, Kanglv Technology (Hong Kong) Limited and Shenzhen KangLv Technology Company Limited (collectively known as the “Group”). The Group’s functional currency is Hong Kong Dollars (“HK$”), except otherwise indicated.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2011

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 11 - STOCKHOLDERS’ EQUITY

On May 31, 2011, the Company closed on the below transactions under a Memorandum of Understanding dated September 1, 2010 and amended on November 18, 2010 and March 18, 2011 (the “ MOU ”).

1.         the Company agreed to effect a 1-for-10 consolidation of its issued and outstanding shares of common stock, with the par value and authorized shares unchanged. All common stock and per share data for all periods presented in these condensed consolidated financial statements have been restated to give effect to the reverse stock split. As a result of the Reverse Split, the Company’s issued and outstanding shares reduced from 51,644,439 to 5,164,440.

2.         the Company issued 3,500,000 (post reverse split) shares of its common stock as full and complete payment to satisfy with the outstanding debentures and all accrued and unpaid interest.

3.         the Company issued 38,700,000 (post reverse split) shares of its common stock to Zili Industrial Co., in exchange for a note payable of US$387,000.

4.         the Company issued 52,635,560 (post reverse split) shares of its common stock to Huabao Asia Limited, in exchange for 100% capital stock in Shenzhen Kanglv.

As of June 30, 2011, the number of authorized and outstanding shares of the Company’s common stock was 100,000,000 shares and 100,000,000 shares, respectively.

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CONDENSED CONSOLIDATED BALANCE SHEETS	Jun. 30, 2011 USD ($)	Jun. 30, 2011 HKD	Dec. 31, 2010 HKD
ASSETS
Cash and cash equivalents	$ 206,395	1,609,881	716,305
Restricted cash	155,142	1,210,108	1,421,975
Accounts receivable	515,649	4,022,062	2,230,262
Amount due from a related party	77,351	603,338	825,794
Inventories	893,742	6,971,188	3,760,708
Deposits and other receivables	37,520	292,654	179,341
Total current assets	1,885,799	14,709,231	9,134,385
Non-current assets:
Plant and equipment, net	194,022	1,513,372	1,340,360
TOTAL ASSETS	2,079,821	16,222,603	10,474,745
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable, trade	1,207,848	9,421,214	4,139,881
Amounts due to related parties	377,620	2,945,436	2,505,383
Income tax payable	15,653	122,093	56,667
Notes payable	285,684	2,228,335	0
Convertible note	0	0	3,018,600
Convertible debenture	0	0	10,920,000
Accrued liabilities and other payables	432,901	3,376,628	7,187,847
Total liabilities	2,319,706	18,093,706	27,828,378
Commitments and contingencies
Stockholders' deficit:
Common stock, US$0.01 (HK$0.078) par value, 100,000,000 shares authorized, 100,000,000 and 52,635,560 shares issued and outstanding, as of June 30, 2011 and December 31, 2010	1,000,000	7,800,000	4,105,574
Additional paid-in capital	1,695,086	13,221,671	(663,221)
Accumulated other comprehensive income	5,138	40,076	54,935
Accumulated deficit	(2,940,109)	(22,932,850)	(20,850,921)
Total deficit	(239,885)	(1,871,103)	(17,353,633)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,079,821	16,222,603	10,474,745