As filed June 13, 2006 File No. 333-128302
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7 TO
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TITANIUM GROUP LIMITED
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS 7373 NOT APPLICABLE
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization Classification Code Number)
4/F, BOCG INSURANCE TOWER
134-136 DES VOEUX ROAD CENTRAL, HONG KONG
(852) 3427 3177
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JASON MA, CHIEF EXECUTIVE OFFICER
4/F, BOCG INSURANCE TOWER
134-136 DES VOEUX ROAD CENTRAL, HONG KONG
(852) 3427 3177
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
FAY M. MATSUKAGE, ESQ.
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
455 SHERMAN STREET, SUITE 300
DENVER, COLORADO 80203
(303) 777-3737; (303) 777-3823 FAX
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If any of the securities registered on this Form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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. [ ]
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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. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
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Common stock, $0.01 par 9,956,000 shares $0.20 $1,991,200 $234.36
value per share
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by the registrant in connection with the
securities being registered are as follows (stated in US dollars):
Securities and Exchange Commission filing fee........$ 234.36
Accounting fees and expenses......................... 70,000.00
Blue sky fees and expenses........................... 1,000.00
Legal fees and expenses.............................. 25,000.00
Transfer agent fees and expenses..................... 5,550.00
Printing expenses.................................... 2,000.00
Miscellaneous expenses............................... 1,215.64
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Total................................................$ 105,000.00
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All amounts are estimates except the SEC filing fee. The Selling
Stockholders will be bearing the cost of its own brokerage fees and commissions
and its own legal and accounting fees.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the International Business Companies Act of the British Virgin
Islands, the registrant has broad powers to indemnify its directors and officers
against liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Section 74
of the registrant's Articles of Association (Exhibit 3.2 hereto) states that
every officer and director shall be entitled to be indemnified out of the assets
of the registrant against all losses or liabilities which he may sustain or
incur in or about the execution of the duties of his office or otherwise in
relation thereto, and no director or other officer shall be liable for any loss,
damage, or misfortune which may happen to, or be incurred by the registrant in
the execution of the duties of his office, or in relation thereto.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Within the past three years, the registrant has issued and sold the
unregistered securities set forth in the tables below.
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PERSONS OR
CLASS OF
DATE PERSONS SECURITIES CONSIDERATION EXEMPTION CLAIMED
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May 2004 5 persons 5,000,000 shares of common US$50,000 Section 4(2)
stock
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June 2005 Golden Mass 42,000,000 shares of common Shares of capital stock of Section 4(2)
Technologies stock Titanium Technology Limited
Ltd.
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July 2005 - 64 2,460,000 Units, each Unit US$492,000 aggregate offering Rule 506
August 2005 accredited consisting of one share of price; selling commissions of
investors common stock and one common US$49,200
stock purchase warrant
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PERSONS OR
CLASS OF
DATE PERSONS SECURITIES CONSIDERATION EXEMPTION CLAIMED
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July 2005 - 13 non-U.S. 540,000 Units, each Unit US$108,000 aggregate offering Regulation S
August 2005 Persons consisting of one share of price; selling commissions of
common stock and one common US$10,800
stock purchase warrant
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No underwriters were used in the recapitalization and reorganization of
the registrant. Underwriters were used in connection with the sale of the Units
made from July 2005 to August 2005. The registrant relied upon the exemption
from registration contained in Section 4(2) as to all of the transactions except
for the sales of Units to accredited investors. The registrant relied upon Rule
506 and Regulation S for the sales of Units from July 2005 to August 2005, as
all of the purchasers were either accredited investors or non-US persons. With
regard to the transactions made in reliance on the exemption contained in
Section 4(2), the purchasers were deemed to be sophisticated with respect to the
investment in the securities due to their financial condition and involvement in
the registrant's business. Restrictive legends were placed on the stock
certificates evidencing the securities issued in all of the above transactions.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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REGULATION S-K
NUMBER EXHIBIT
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3.1 Memorandum of Association, as amended (1)
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3.2 Articles of Association, as amended (1)
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4.1 Form of Warrant (2)
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4.2 Form of Subscription Agreement (2)
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5.1 Opinion of Harney Westwood & Riegels
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10.1 Employment agreement with Jason Ma dated January 1, 2005 (1)
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10.2 Employment agreement with Humphrey Cheung dated January 1,
2005 (1)
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10.3 Employment agreement with Billy Tang dated January 1, 2005
(1)
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10.4 Office lease dated June 22, 2005 (1)
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10.5 2005 Stock Plan (2)
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10.6 Technical Service Agreement with IBM China/Hong Kong Limited
dated October 5, 2004 and Amendment to Supplier Agreement
dated December 3, 2004 (2)
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10.7 Technology Partnership and Research & Development Contract
with China Scientific Automation Research Center dated June
15, 2005 (2)
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10.8 Technology Research and Development Contract with Tsing Hua
University dated November 4, 2005 (2)
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REGULATION S-K
NUMBER EXHIBIT
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10.9 Form of Distributor Agreement (3)
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10.10 Form of Reseller Agreement (3)
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10.11 Distributor Agreement with Elixir Group Limited dated January
1, 2004 (4)
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10.12 Distributor Agreement with Smart Wireless Corporation dated
February 1, 2005 (4)
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10.13 Agreement with Shanghai Commercial Bank Ltd. dated February
7, 2006 (4)
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21 Subsidiaries of the registrant (1)
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23.1 Consent of Harney Westwood & Riegels incorporated in Exhibit
5.1
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23.2 Consent of Zhong Yi (Hong Kong) C.P.A. Company Limited (5)
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(1) Filed as an exhibit to the initial filing of the registration statement on
September 14, 2005.
(2) Filed as an exhibit to Amendment No.1 to the registration statement on
December 9,2005.
(3) Filed as an exhibit to Amendment No. 2 to the registration statement on
January 26, 2006.
(4) Filed as an exhibit to Amendment No. 3 to the registration statement on
March 8, 2006.
(5) Filed as an exhibit to Amendment No. 6 to the registration statement on
May 24, 2006.
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the issuer pursuant to the foregoing provisions, or
otherwise, the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the 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, the
issuer will, unless in the opinion of its 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 Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
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) and 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 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
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iii. To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser, if the registrant is subject to Rule
430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hong Kong,
on June 13, 2006.
TITANIUM GROUP LIMITED
By: /s/ JASON MA
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Jason Ma, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:
SIGNATURE TITLE DATE
Chief Executive Officer (Principal
/s/ JASON MA Executive Officer) June 13, 2006
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Jason Ma
Chairman of the Board of Directors
(Principal Financial and Accounting Officer)
/s/ KIT CHONG "JOHNNY" NG June 13, 2006
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Dr. Kit Chong "Johnny" Ng
/s/ KIN KWONG "HUMPHREY" CHEUNG Director June 13, 2006
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Kin Kwong "Humphrey" Cheung
/s/ WAI HUNG "BILLY" TANG Director June 13, 2006
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Wai Hung "Billy" Tang
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