-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BkUhcJPeQSq92jqi1gPCcfw+Wyz71rTJ1WKC13LDUJceAyGwJpB0G8e0kbYMi1f4 qwnEwMUzXaB5I6UBZOPo8A== 0000949353-06-000411.txt : 20060703 0000949353-06-000411.hdr.sgml : 20060703 20060703080327 ACCESSION NUMBER: 0000949353-06-000411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060701 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060703 DATE AS OF CHANGE: 20060703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Titanium Group LTD CENTRAL INDEX KEY: 0001338520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-128302 FILM NUMBER: 06939505 BUSINESS ADDRESS: STREET 1: 4/F, BOCG INSURANCE TOWER STREET 2: 134-136 DES VOEUX CENTRAL CITY: HONG KONG STATE: K3 ZIP: NONE BUSINESS PHONE: 852-3427-3177 MAIL ADDRESS: STREET 1: 4/F, BOCG INSURANCE TOWER STREET 2: 134-136 DES VOEUX CENTRAL CITY: HONG KONG STATE: K3 ZIP: NONE 8-K 1 f8k-070106.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2006

TITANIUM GROUP LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands

(State or other jurisdiction

of incorporation)

333-128302

(Commission

File Number)

Not applicable

(IRS Employer

Identification No.)

4/F, BOCG Insurance Tower, 134-136 Des Voeux Road Central, Hong Kong

(Address of principal executive offices) (Zip Code)

(852) 3427 3177

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

Effective July 1, 2006, the registrant granted options to purchase a total of 4,635,000 shares of its common stock under its 2005 Stock Option Plan to 26 officers, employees and consultants. All of the options are exercisable at $0.20 per share for a period of five years from date of grant. The options vest as follows: 50% six months from date of grant and the remaining 50% one year from date of grant.

The registrant relied upon the exemption from registration contained in Section 4(2) as to the grant of options to U.S. persons and Regulation S as to the grant of options to non-U.S. persons. With regard to the grant made in reliance on the exemption contained in Section 4(2), the purchaser was deemed to be sophisticated with respect to the investment in the securities due to his financial condition and involvement in the registrant’s business.

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 hereunto duly authorized.

TITANIUM GROUP LIMITED

July 3, 2006

By: /s/ Jason Ma

Jason Ma

Chief Executive Officer

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