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Normally when a company goes dark they will just let the SOS go inactive but not these guys. They are keeping it active for a reason.imo
I will post some DD soon. As soon as I can pile it all together and sticky it.
I have been DDing this a little bit. Trying to dig for the next Chinese one to come from the shadows and possibly do something. I see some light coming in.
I see good bids today.
Very thin to upside.
TTNUF seems your baby.
Slight awareness can cause huge spike here.
L2 real thin.
Been saying this forever, its a monster.
Nice stock.
O/S only 16,775,113
Any news can cause big move IMO.
That was an nice grab, congrats....we need to build the awareness, and PPS will fly! Hope you can offer help...bring this baby to all your friends....big thanks!
I was able to grab a starter of 50K at .0033 today. That last .019 eod hit made it look pretty good :) Best of luck guys.
wow, that's nice to know. So many of these pennies tend to unload shares at any cost. Good to see that this company has no intentions in doing that......
BIOMETRICS = $20 BILLION BY 2018, STARTING 2013!
BIOMETRICS & SANITATION increasing concerns related to sanitation and hygiene is expected to drive the touchless sanitary equipment market. The touchless biometrics market is driven by the Aadhaar number initiative in India and the e-passport program in the region. China is expected to lead the touchless sensing market for both sanitary equipment and touchless biometric products by 2018.
Asia Pacific region has glimpse of gesture recognition with the launch of Microsoft Kinect in Japan on November 20th, 2010. The popularity of the device has caught the attention of the OEMs in the region. The region has witnessed significant number of product launches since then. For instance, Pantech, a South Korean smartphone OEM, has launched Pantech Vega LTE smartphone that is integrated with 2D camera based technology. Sony launched the Xperia Sola that works on the capacitive technology through its floating touch feature. Few other OEMs who have come out with commercial products are Samsung Electronics, Fujitsu and Micromax among many others. The growing demand for consumer electronics such as smartphones and tablets provides a huge potential for Asia-Pacific gesture recognition market.
The touchless sensing market statistics are given by products, application and country. The broad markets of touchless sanitary equipment and touchless biometrics have been segmented by the various products. These include faucets, soap dispenser, trash-can, paper towel, flushes, and hand dryer for sanitary equipment and fingerprint, iris recognition, face recognition, and voice recognition for touchless biometrics.
Face to face with the ‘human barcode’
Republish Reprint
Julia Johnson | 12/07/25 | Last Updated: 12/07/26 10:15 AM ET
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Handout/BIOPTid Inc.BIOPTid Inc.'s cube reads unique sweat-gland patterns and can be hooked up to personal computers and electronic devices as an alternative to password logins.
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Sure, it’s cool and easy to pay for stuff with the wave of a smartphone — but why bother when you could just use your face?
Fast-evolving biometric technologies are promising to deliver the most convenient, secure connection possible between you and your bank account — using your body itself in place of all of those wallets and purses stuffed with cash, change and plastic cards.
Biometrics is the science of humans’ physiological or behaviourial characteristics and it’s being used to develop technology that recognizes and matches unique patterns in human fingerprints, faces and eyes and even sweat glands and buttock pressure. Its applications in the financial realm are a potentially huge time and effort saver, but that’s just a beginning for the technology’s usefulness.
In addition to carrying other tokens and some knowledge, like your PIN for ATMs — you are you, so why not be used to authenticate yourself?
“The basic thing is that you are the person who has to be authenticated for transactions. In addition to carrying other tokens and some knowledge, like your PIN for ATMs — you are you, so why not be used to authenticate yourself?” says IBM researcher Nalina Ratha.
As technologies advance, the use of biometrics in everyday life is shifting from traditional law enforcement and government security to a host of more consumer-friendly applications.
Touch payment technologies that employ fingerprints as an identifier are already in the works, Mr. Ratha says, and despite being hundreds of years old, fingerprinting and its uses are still developing rapidly. In fact, IBM introduced fingerprint scan pads for personal log-ins on its then-laptops (which are now produced by Lenovo Group Ltd.) back in 2004.
The next generation of fingerprinting is being developed to go beyond simple recognition to incorporate pressure sensors that can determine if a device is being touched by a live object or not, which helps with fraud detection.
“Fraud can be done if people design [fake prints] using some moulding and they can create a gummy finger and fool the biometric technology,” said Svetlana Yanushkevich, co-founder of the Biometrics Technology Lab at the University of Calgary.
A New York-based technology company says its patented sweat-gland recognition technology will help add even more security to existing biometric devices that may be susceptible to fraud.
“With most of the biometric technologies, there are ways around most of those technologies — you could lift somebody’s fingerprint and create a Latex copy, you can create a contact lens to copy somebody’s iris and so on and so forth. We think we’ll be the only technology that’s ‘spoof-proof,’ ” says Scott McNulty, president and chief executive of
BIOPTid Inc., which owns “the human barcode” technology.
Related
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Intelligent toilets, smart couches and the house of the future
The company’s One Touch cube, set to be on the market within a year, is an external device that users can hook up to their computers and mobile electronics to replace passwords for Internet logins and banking. The cube reads a personal sweat gland barcode to verify identity from the moisture on a user’s fingertip.
“With one touch, you can log right into your social networking site, right onto your page. You can instantly purchase something without having a credit card or form of ID,” he says.
In addition to the metaphorical connotation, he trademarked his technology as “the human barcode” because the sweat-gland patterns create a numerical reading like a computerized barcode.
Vancouver-based Face Forensics Inc., a face-recognition software company, is also transitioning its products to more transactional-based uses from their traditional law enforcement and government access mandate — the company typically works with governments around the world on e-passports as well as registry systems, such a licence plate databases.
Chief executive Iain Drummond says Face Forensic’s software platform is the only one in the world that can recognize a face based on a partial image. “So, for instance, a criminal wearing a balaclava or someone whose face is obscured by something in front of them,” he says.
The move to digital tech for travel is happening in Canada too, which started unrolling e-passports this year.
HUGE as CHINA has also announced biometric National ID program which will start to commence in 2013. As more and more people and organizations depend on computers to store their important documents, there is an increasing need for security.
Lack of data protection and old security practises such as photographs, passwords and PIN codes have driven the growth of biometric technologies in last few years. Security threats such as terrorist attacks, plane hijackings and increment in crime rates has brought a huge need for ultimate security system throughout the globe. Government projects which include e-Passports, Driving Licenses, Border Management, and National ID in many major countries like India, Mexico, and Russia etc. are driving the growth for biometric systems extraordinarily. Recently, China has also announced biometric National ID program which will start to commence in 2013. As more and more people and organizations depend on computers to store their important documents, there is an increasing need for security.
According to “Global Biometric Systems Market Forecast & Opportunities, 2018”, global biometrics market revenues are anticipated to reach USD 20 Billion by 2018. Increasing security requirements for public security i.e. border control management, national identity, e-passports, internet & network access and financial transactions are acting as growth driver for the industry. Presently, fingerprint recognition technology dominates the market. However, the vein recognition technology is gaining acceptance globally which is expected to grow rapidly in years to come. Regionally, North America & Europe together contributed 61% of the total revenues of global biometrics market in 2012. The global biometrics market has a huge growth potential due to increasing public acceptance.
CHINA TAKING OVER Biometrics market is anticipated to reach USD 20 Billion by 2018
Global Biometrics Market is Well Poised to Cross USD 20 Billion by 2018 Says TechSci Research (Press Release via Digital Journal)
The major share in biometrics technology has been figuratively captured by fingerprint recognition technology (AFIS & Non-AFIS). However, with the emergence of a lot of companies in this sector such as “Fujitsu Ltd” the market is poised for a stiff competition.
The government organizations have been the leading contributor to the industry which is anticipated to continue leading the market. In addition to that, large corporates have adopted biometric for logical as well as access control applications to increase the trust among their customers and employees.
Asia is anticipated to overtake North America by 2018 on account of huge growth in security market in the countries such as China and India. With the increasing IT security spending and growing government project in China, Indonesia, India and others will spur the demand for biometric systems.
Logical access control applications are growing rapidly with the increase in computer hardware and Internet. In addition, vein recognition technology is growing rapidly due to advancement in security management. Also, with the introduction of multimodal biometrics, the market is expected to touch new heights in the coming years.
China's Biometric MarketDescription
Increasing security concerns, lack of data protection and mounting cyber crimes in China is raising the demand for biometric solutions. The biometric solutions are been adopted by various government agencies and corporate to suppress security concerns. The installation of biometric solutions has been proved prolific in streamlining the production, cash flow and eventually enhancing the revenues. Fingerprint identification market captures the highest market share in China biometrics market in terms of revenue earned during 2012, which can be mainly attributed to its economical pricing and maximum usage in access control and time & attendance systems applications. China has also declared about implementation of its national ID project across country by 2013 which will give the much awaited thrust to the industry.
"China Biometrics Market Forecast & Opportunities, 2018”, identifies that fingerprint identification market in China is anticipated to grow at the CAGR of around 38%, reaching up by six folds revenue by the end of 2018. Anhui, Shandong and Shanghai are the leading provinces of eastern region, generating highest revenue in biometrics market when compared with other regions in the country. One of the other large biometric projects is e-passports, which is primarily to be implemented in Shaanxi province in northern region and would act as the main growth driver for biometrics market in the next five years.
Global Biometric Systems Market Forecast & Opportunities, 2018
Press Release: Reportlinker – Thu, May 16, 2013 7:15 AM EDT
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NEW YORK, May 16, 2013 /PRNewswire/ -- Reportlinker.com announces that a new market research report is available in its catalogue:
Global Biometric Systems Market Forecast & Opportunities, 2018
http://www.reportlinker.com/p01181929/Global-Biometric-Systems-Market-Forecast--Opportunities-2018.html#utm_source=prnewswire&utm_medium=pr&utm_campaign=Security_Systems
Lack of data protection and old security practises such as photographs, passwords and PIN codes have driven the growth of biometric technologies in last few years. Security threats such as terrorist attacks, plane hijackings and increment in crime rates has brought a huge need for ultimate security system throughout the globe. Government projects which include e-Passports, Driving Licenses, Border Management, and National ID in many major countries like India, Mexico, and Russia etc. are driving the growth for biometric systems extraordinarily. Recently, China has also announced biometric National ID program which will start to commence in 2013. As more and more people and organizations depend on computers to store their important documents, there is an increasing need for security.
According to "Global Biometric Systems Market Forecast & Opportunities, 2018", global biometrics market revenues are anticipated to reach USD 20 Billion by 2018. Increasing security requirements for public security i.e. border control management, national identity, e-passports, internet & network access and financial transactions are acting as growth driver for the industry. Presently, fingerprint recognition technology dominates the market. However, the vein recognition technology is gaining acceptance globally which is expected to grow rapidly in years to come. Regionally, North America & Europe together contributed 61% of the total revenues of global biometrics market in 2012. The global biometrics market has a huge growth potential due to increasing public acceptance.
The second largest segment in biometrics, the market for face, iris, vein, and voice recognition technologies, will expand to $3.5 billion, from its current size of roughly $1.4 billion.
Biometric systems market to hit a value of $20 billion by 2018
Industry Sector
Security
Published
10 May 2013
Author
Alex De Angelis
Type of News
Market
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The global biometric systems market has been forecast to grow to a value of approximately $20 billion by the end of 2018, driven by a lack of data protection and old security practises such as photographs, passwords and PIN codes.
Biometrics refers to the identification of humans by their characteristics or traits. Biometrics is used in computer science as a form of identification and access control. It is also used to identify individuals in groups that are under surveillance.
People around the globe are facing the burden of remembering dozens of different passwords for different applications. Additionally, users are expected to change their passwords on regular intervals for better security. Passwords do not provide reliable security, as hackers can easily break it using free internet software.
Biometric technology provides an efficient way to get rid of such problems, with more reliable security. Initially, due to higher costs, biometrics were limited to government and large corporations, however, they are now more affordable to small business and even individual consumers.
Security threats such as terrorist attacks, plane hijackings and increment in crime rates has brought a huge need for ultimate security system throughout the globe.
Countries such as Singapore, Taiwan, and Japan are already leading the way in terms of mass surveillance and access control management through biometrics and video surveillance.
Social networking sites are anticipated to begin using biometrics for authentication. The increasing use of mobile/tablet based applications will encourage mobile industry leaders like Apple and Google to implement biometrics in to mobile devices.
The market for fingerprint biometric technologies is expected to see the largest increase with an annual growth rate of 19.6 percent. It is currently the main source of revenues in the biometrics market totalling $2.7 billion and by 2015 it will grow to reach more than $6 billion.
The second largest segment in biometrics, the market for face, iris, vein, and voice recognition technologies, will expand to $3.5 billion, from its current size of roughly $1.4 billion.
For more information on the biometric systems market, see the latest research: Biometric Systems Market
Honest Company >> We will not receive any of the proceeds from the selling security holders of shares of our common stock. However, we may receive the sale price of any common stock we sell to the selling security holders upon exercise of the warrants. We expect to use the proceeds received from the exercise of warrants, if any, for general working capital purposes.
Read more: http://www.nasdaq.com/markets/spos/company/titanium-group-ltd-685337-54410#ixzz2VgX1famB
SEEKING PARTNER/MERGERS >> We intend to compete by utilizing the following strategies: · put more funding into research and development to strengthen the quality of our products; . gain more share in the Asian market before the big competitors step in; · seek potential partnerships and strategic alliances; and · organize more exhibitions of our products. We believe that we have a major competitor, L-1 Identity Solutions, Inc., from the United States. L-1 Identity Solutions is the product of a merger of Identix Incorporated and Viisage Technology, Inc. [/b
BIOMETRICS >> The biometrics industry is fragmented and undeveloped, with a plethora of methods for gathering biometric information, processing the data, and interconnecting with applications. All the major prevailing biometrics systems have limitations. The biometric industry is global in scope, with many competitors and customers located in US and Europe. While Asia has some companies in the biometrics arena, many of the biggest projects have been in nations installing national identification systems. Strategic focus is quite diverse, as well, with some firms specializing in the proprietary technology associated with capturing biometric information, others in providing enterprise-level integration services, and still others in offering managed or hosted services for outsourced systems. Large players in intermediate or end-use markets for biometrics (e.g. banking/financial services, security, PCs/peripherals, software/enterprise systems, and wireless equipment and services) have been active in investing in or sponsoring biometric technologies. We intend to compete by utilizing the following strategies: · put more funding into research and development to strengthen the quality of our products; . gain more share in the Asian market before the big competitors step in; · seek potential partnerships and strategic alliances; and · organize more exhibitions of our products. We believe that we have a major competitor, L-1 Identity Solutions, Inc., from the United States. L-1 Identity Solutions is the product of a merger of Identix Incorporated and Viisage Technology, Inc.
Read more: http://www.nasdaq.com/markets/spos/company/titanium-group-ltd-685337-54410#ixzz2VgUueWIg
Experts
Auditor Zhong Yi (Hong Kong) C.P.A. Company Limited
Company Counsel Harney Westwood & Riegels
Transfer Agent Computershare Trust Co., Inc
Read more: http://www.nasdaq.com/markets/spos/company/titanium-group-ltd-685337-54410?tab=experts#ixzz2VgTGA0CV
Expecting to see AT LEAST .25-.50 here next week......most MM's were over $2.00 on Friday!
Wow you are so right, what an oversight on my part!
Just based on PAR VALUE alone their Common stock is worth, US $0.01 par value. Most stocks trade at least 10x par value at the bare minimum.
VALUATION >>>
ASSETS = $7 MILLION
REVENUES = $4 MILLION
ENTERPRISE VALUE = $5 MILLION
MARKET CAP = $300,000
A/S = 100,000,000
FLOAT = 0 > 7,000,000
O/S = 100,000,000(Possibly 16,000,000)
INSIDERS HELD 93% or 93,000,000 possibly putting back 7,000,000
BASED ON THE NUMBERS & THE ABSOLUTE MICRO SHARE STRUCTURE A SAFE VALUE WOULD BE EASILY .15-.25 GIVING US A $2.4 - $4 MARKET VALUE!
CFO Chen, Tianjun
BRIEF BIOGRAPHY
Mr. Chen Tianjun is Chief Financial Officer of Titanium Group Ltd., since March 28, 2012. Mr. Chen received a bachelor’s degree in business and commerce in 2002.Mr. Chen served as international business manager of Cancare Enterprise (Shenzhen) Limited from 2008 to 2012. He served as managing director of Kanglv Technology (Hong Kong) Ltd. and Kanglv Cable Technology (Hong Kong) Ltd. from 2008 to current
CEO/PRESIDENT Lai, Huamin
BRIEF BIOGRAPHY
Mr. Lai Huamin is Executive Chairman of the Board of Titanium Group LTD. He was appointed to serve as the Chairman of the Board of Directors in June 2009 and assumed the responsibilities of Chief Executive Officer in May 2010. Mr. LAI received a bachelor’s degree in science in 2005 from the Northwest Telecommunications Engineering College. His experience is in the areas of electronic information, electronic product development, finance and project planning
With privacy and security concerns continually increasing, this company's product could really become a hot commodity....
Titanium Group Announces Product Launch
COMPANY TO INTRODUCE INTELLIGENT VISITOR MANAGEMENT SYSTEM; NEW PRODUCT SEEKS TO BRING IN REVENUE OF $10 MILLION SAN JOSE, Calif., May 7 /PRNewswire-FirstCall/ -- Titanium Group, Ltd (OTC:TTNUF) (BULLETIN BOARD: TTNUF) , a leading Biometric and security solutions provider announced today the completion and commercialization of a new product utilizing Titanium's proprietary biometric technologies, the Intelligent Visitor Management System (IVMS). IVMS is a kiosk-based solution with its core engine powered by Titanium's latest inventions in facial recognition technology. Through advanced machine vision technology, IVMS collects unique facial geometry (skull curvature, skin texture, movement detection, etc.) for comparisons and analysis. The specialized terminal of IVMS consists of a pair of specialized cameras, which record pattern distortion from different light spectrums, thereby overcoming the challenges from general environmental variations, such as interference of glass reflection and deviation of background light intensity. The value proposition of IVMS is a robust solution for businesses or agencies to manage visitor flow, ensuring all visitors who have entered an area or facility have exited and are properly recorded during a specified period of time. This product has been developed for businesses that experience and manage a large number of visitors each day and require a certain level of security that is non-invasive. "Government buildings, executive offices of enterprises, banks and other financial institutions are excellent examples of potential customer who need this type of security technology," said Billy Tang, CEO of Titanium Group. "We are currently in discussion with Governmental agencies and businesses in financial sectors of Hong Kong and Mainland China where our products and technologies have excellent references based upon successful deployments in the past. From those discussions, we currently estimate the market size for this product during the next 2-3 years to be approximately 2,000 units, which should generate revenues of approximately $10 million." About Titanium Group: Titanium Group, LTD (http://www.titanium-tech.com/), and it's wholly owned subsidiary Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented automated Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company's clients include: IBM, Hong Kong Government and the Peoples Bank of China, etc. Safe Harbor Provisions Certain oral statements made by management from time to time and certain statements contained in press releases and periodic reports issued by Titanium Group, Ltd. (the "Company"), as well as those contained herein, that are not historical facts are "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934 and, because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements, including those in Management's Discussion and Analysis, are statements regarding the intent, belief or current expectations, estimates or projections of the Company, its Directors or its Officers about the Company and the industry in which it operates, and are based on assumptions made by management. Forward looking statements include without limitation statements regarding: (a) the Company's strategies regarding growth and business expansion, including future acquisitions; (b) the Company's financing plans; (c) trends affecting the Company's financial condition or results of operations; (d) the Company's ability to continue to control costs and to meet its liquidity and other financing needs; (e) the declaration and payment of dividends; and (f) the Company's ability to respond to changes in customer demand and regulations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. When issued in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are generally intended to identify forward-looking statements. Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, (i) changes in the regulatory and general economic environment; (ii) conditions in the capital markets, including the interest rate environment and the availability of capital; (iii) changes in the competitive marketplace that could affect the Company's revenue and/or cost and expenses, such as increased competition, lack of qualified marketing, management or other personnel, and increased labor and inventory costs; (iv) changes in technology or customer requirements, which could render the Company's technologies noncompetitive or obsolete; (v) new product introductions, product sales mix and the geographic mix of sales. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this advertisement are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, governmental approval processes, the impact of competitive products or pricing, technological changes, and the effect of economic conditions. DATASOURCE: Titanium Group, Ltd CONTACT: Randy J. Sasaki of Trout Trading Company, Inc., +1-303-671-0270, for Titanium Group, Ltd Web Site: http://www.titanium-tech.com/
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Titanium Group, Ltd. Signs Partnership Agreement with Major Security Service Provider in China
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Topics relating to this post: Biometric • Enforcement • Face • Law • Recognition • Security
Selected by Forbes as One of the Top 100 Largest Potential Enterprises in China, Exclusive in Its Sector, VenusTech, to Promote Titanium Group’s Facial Recognition to Substantial Client Base
SAN JOSE, Calif., – Titanium Group, Ltd. (OTC BB:TTNUF.OB – News), a leading biometric and security solutions provider, today announced that the company has signed a partnership agreement with VenusTech Technology Development Co., Ltd., a leading provider of security service and product in China.
Titanium Group’s facial recognition products and security services will be promoted to VenusTech’s sizable customer base, which includes over 50 Federal/Province Governments and Military Departments, over 80% of the major banks in China, and all of the largest Telecom service providers.
“VenusTech is arguably the leader in the PRC security service industry. Earlier in the year, among over 8,000 reviewed companies, they were selected by Forbes (China version) as the top 100 largest potential enterprises in China and the only one in its sector. We have no doubt that our partnership with them will bring immediate exposure of our products and services to a substantial number of premier clients,” stated Dr. Johnny Ng, Chairman of Titanium Group Ltd.
Jason Ma, CEO of Titanium Group, stated, “This partnership arrangement is in perfect alignment with Titanium’s strategy of focusing on technology development and designating the distribution to reputable partners who have extensive client networks. VenusTech, being headquartered in Beijing and having a nationwide distribution network with branches in over 15 other major cities, puts Titanium in an optimum position to propel our strategy.”
About Titanium Group
Titanium Group, Ltd. (http://www.titanium-tech.com), and its wholly owned subsidiary Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented Automatic Face Recognition Systems (AFRS). Titanium’s AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium’s products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company’s clients include: ESPN, IBM and the People’s Bank of China.
Selected by Forbes as One of the Top 100 Largest Potential Enterprises in China, Exclusive in Its Sector, VenusTech, to Promote Titanium Group’s Facial Recognition to Substantial Client Base
Titanium Group, Ltd. Signs Teaming Agreement with PCCW Solutions Limited, Targeting China's Major Telecommunication Corporations
By: GlobeNewswire News Releases
Both Sides Will Team Up for Target Clients; Company Makes Major Stride in Penetrating the Data Center Market in China
SAN JOSE, Calif., Jan. 24, 2007 (PRIME NEWSWIRE) -- Titanium Group, Ltd. (OTCBB:TTNUF), a leading biometric and security solutions provider, today announced that the company has signed a teaming agreement with PCCW Solutions Limited, the ICT solutions arm of PCCW Limited (NYSE:PCW).
In this teaming agreement, Titanium Group and PCCW Solutions will join forces to provide the deliverables and services with the Face Recognition Module in projects for major telecommunication corporations in the Greater China region.
"We have no doubt that this teaming agreement with PCCW Solutions is the best approach to apply our technology with our Face Recognition Module in the ICT projects to major telecommunication corporations in Greater China region, since PCCW Solutions is the ICT flagship of PCCW Limited, which is one of Asia's leading players in Information and Communications Technologies. With vast experience, technical know-how and proven methodology, PCCW Solutions has been one of the service providers providing ICT services to telecommunication operators for many years," said Jason Ma, CEO of Titanium Group.
"PCCW Solutions' Internet Data Center and IT Service Management Center also implement Titanium's biometric security device - facial recognition product. From a user's point of view, we are very pleased with the stable performance and accuracy," said George Fok, Managing Director of PCCW Solutions. "Furthermore, we have seen an increase in the demand for biometric technologies in the security area. Teaming with Titanium is a win-win strategy to provide winning solutions to our major customers in the Greater China region."
To learn about PCCW Solutions, please go to www.pccwsolutions.com.
About Titanium Group: Titanium Group, Ltd. (http://www.titanium-tech.com) and its wholly owned subsidiary, Titanium Technology, are leading biometric and security solutions providers featuring the proprietary and patented Automatic Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company's clients include: ESPN, IBM and the People's Bank of China.
CHINA TELECOM NYSE $48.00 ENDORSES TTNUF
We are delighted to secure a contract with such revenue commitment; it represents a major step forward for Titanium. More importantly, it is our understanding that Q-Tone will be distributing eGuard to various Government agencies via China Telecom (NYSE:CHA) in GuangDong, China, which is truly a tremendous endorsement for the quality and performance of our solution," said Billy Tang, CEO of Titanium Group.
Titanium Group Announces $5 Million Agreement With GuangDong Qui
Titanium Group Announces $5 Million Agreement With GuangDong
Quite Tone Cyber Technology On Intelligent Visitor Management
System
SAN JOSE, Calif., Nov. 25, 2008 (GLOBE NEWSWIRE) -- Titanium Group, Ltd. (OTCBB:TTNUF), a leading biometric and security solutions provider, announced today that the company has signed a contract agreement with GuangDong Quite Tone Cyber Technology (Q-Tone, www.qtone.cn) on eGuard, the Company's intelligent visitor management system. The contract designates Titanium as the sole provider of such systems with estimated business volume of $5 million. The Company expects to begin fulfillment early 2009.
eGuard is a kiosk-based solution with its core engine powered by Titanium's latest inventions in facial recognition and RFID technology. Through advanced machine vision technology, IVMS collects unique facial geometry for comparisons and analysis. This product is ideal for businesses that manage a large number of visitors and require a certain level of security that is non-invasive. It is a robust solution for businesses to control visitor flow, and ensure all visitors who have entered an area have exited and are properly recorded during a specified period of time.
"We are delighted to secure a contract with such revenue commitment; it represents a major step forward for Titanium. More importantly, it is our understanding that Q-Tone will be distributing eGuard to various Government agencies via China Telecom (NYSE:CHA) in GuangDong, China, which is truly a tremendous endorsement for the quality and performance of our solution," said Billy Tang, CEO of Titanium Group.
About Titanium Group
Titanium Group, Ltd. (http://www.titanium-tech.com), and its wholly owned subsidiary Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented automated Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations.
About Q-Tone
GuangDong Quite Tone Cyber Technology LTD is a provider of products, technologies, software, solutions and services to small- and medium-sized businesses (SMBs) and large enterprises, including in the public and education sectors. Q-Tone's offerings span office automation systems; taxation reporting products and services; intelligent kiosks solution, educational information technology infrastructure, including school management automation and access control system. The Company has over 10 offices in China with a team of IT practitioners over 800 talents.
Titanium Group Announces Contract With Peoples Bank of China (PBC), Guangxi, PRC
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Topics relating to this post: Access Control • Biometric • Enforcement • Face • Financial • Law • Physical • Recognition • Security • Software • Time
SAN JOSE, Calif., – Titanium Group, Ltd (OTCBB:TTNUF), a leading biometric and security solutions provider, announced today it has secured additional installation orders for the People’s Bank of China (PBC), the central bank of the People’s Republic of China based on the successful installation and outstanding performance in the previous pilot projects. Titanium’s biometric products, “ProFacer iDVR” and “ProAccess FaceGuard” have been installed to provide PBC with physical access control and security monitoring of the central treasury of banks, where all the gold and notes are being stored. ProFacer iDVR provides an intelligent surveillance solution for all the passages surrounding the central treasury, with active face detection mechanism collecting and archiving the faceprints of all the passengers passing by. To further solidify the security to this highly sensitive area, ProAccess FaceGuard, Titanium’s biometric access control product, ensures the true identity of all personnel entering the treasury.
Established in 1984, The People’s Bank of China is the central bank of the People’s Republic of China with the power to control monetary policy and regulate financial institutions in mainland China. The current structure of the bank is modeled after the Federal Reserve System of the United States.
“The fact that one of the foremost recognized banks in the world has agreed to use our biometric products for security monitoring is a major accomplishment for Titanium Group,” said Jason Ma, CEO of Titanium Group, Ltd. “PBC’s confidence in Titanium and the proprietary software we have developed is proof positive we have cutting edge products.”
According to The China Post, People’s Bank of China holds approximately $290 billion of required and excessive reserves. More information on The People’s Bank of China can be found at www.pbc.gov.cn.
About Titanium Group:
Titanium Group, Ltd. (http://www.titanium-tech.com) and its wholly owned subsidiary, Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented Automatic Face Recognition Systems (AFRS). Titanium’s AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium’s products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company’s clients include: ESPN, IBM and the People’s Bank of China.
Titanium Group announces biometric contract with Hong Kong Polytechnic University pharmacy
27 November, 2007
By: Jennifer Slattery
category: Biometrics, Health
Titanium Group has signed a contract with Hong Kong Polytechnic University Clinic for the installation of a biometric pharmacy system powered by Titanium’s Biometric Facial Recognition technology. Now, at one of the most active clinics in Hong Kong, patients and their histories are registered into the biometric system. After each visit, the patients would then be required to verify their identities before collecting their medication.
Titanium Group Announces Biometric Contract with One of the Most Active Clinics in Hong Kong
SAN JOSE, Calif. — Titanium Group, Ltd, a leading biometric and security solutions provider announced today it has signed a contract with Hong Kong Polytechnic University Clinic for the installation of a biometric pharmacy system powered by Titanium’s Biometric Facial Recognition technology. In this newly designed application, all patients, together with their corresponding medical histories, are registered into the system. After each visit, the patients would then be required to verify their identities before collecting their medication, ensuring that everyone will be taking the correct drugs prescribed by the physicians.
“Given there have been cases in other clinics where patients took the wrong drug leading to very serious problems, this system is designed specifically for the clinic to avoid any potential occurrence of such a nature, and thus liability, for the clinic. This use of Titanium’s Biometric Facial Recognition technologies is a ground-breaking application of our products and we are excited to see our technologies working effectively, now in the healthcare industry. This is a very large and growing sector which is full of market potential for our products in the region,” said Billy Tang, COO of Titanium Group Ltd.
The Clinic provides primary health care services, nursing practices, dispensary and laboratory services, health education and promotion, and TCM service. Over 20,000 full time students, staff and their dependents, as well as retirees on the campus of approximately 93,500 square meters are covered by this service.
About Titanium Group
Titanium Group, Ltd (http://www.titanium-tech.com), and its wholly owned subsidiary Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented automated Face Recognition Systems (AFRS). Titanium’s AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium’s products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company’s clients include: ESPN, IBM and the Peoples Bank of China.
- See more at: http://secureidnews.com/news-item/titanium-group-announces-biometric-contract-with-hong-kong-polytechnic-university-pharmacy/#sthash.QlBq4Izm.dpuf
Titanium Group currently has a patent in Hong Kong, "APPARATUS AND METHOD FOR RECOGNITION IMAGES" (Hong Kong Patent No. 1053539), and a US patent pending "METHOD AND APPARATUS FOR ROBUST FACE RECOGNITION", United States Patent Pending No. 11/462491 along with the above mentioned Mainland China patent.
Titanium Group Limited Awarded Patent for Auto-Tracking Face Recognition Device in Mainland China
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HONG KONG, July 26 /PRNewswire-FirstCall/ -- Titanium Group Limited (OTC Bulletin Board: TTNUF), a leading biometric and security solutions provider featuring proprietary and patented Automated Face Recognition Systems (AFRS), has been awarded a patent in Mainland China for an innovative auto-tracking face recognition device. China Patent No. ZL 2006 2 0056518.8, awarded on June 27, 2007, is for an auto-tracking face recognition device, which detects the location of the face of a target person within a frame, and then, by adjusting for orientation, position, focal length, etc., calibrates a built-in camera which captures a clear portrait of the target person. The ability to auto-track and standardize the location of a person's face within a frame greatly enhances the usability of contact-less face recognition systems installed at fixed locations, such as turnstiles and doorways, and provides a faster, more user-friendly experience. Jason Ma, CEO of Titanium Group Limited, said, "We are excited with the patent awarded as this is the first we've obtained in Mainland China." Mr. Ma continued, "This patent illustrates the continuing development of Titanium's technology and the company's commitment to producing the most efficient, user-friendly and accessible face recognition devices available, allowing further security of Titanium's intellectual property and competitive edge in the marketplace." Titanium Group currently has a patent in Hong Kong, "APPARATUS AND METHOD FOR RECOGNITION IMAGES" (Hong Kong Patent No. 1053539), and a US patent pending "METHOD AND APPARATUS FOR ROBUST FACE RECOGNITION", United States Patent Pending No. 11/462491 along with the above mentioned Mainland China patent. About Titanium Group Limited: Titanium Group Limited (http://www.titanium-tech.com), through its wholly owned subsidiary, Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented Automated Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company's clients include: ESPN, IBM and the People's Bank of China. This press release includes certain "forward-looking statements." These statements are based on Titanium Group management's current expectations and are subject to risks and uncertainties and changes in circumstances. All forward-looking statements included in this press release are based upon information available to Titanium Group Limited as of the date of the press release, and it assumes no obligation to update or alter its forward looking statements whether as a result of new information, future events or otherwise. These forward-looking statements may relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact. Further information on risks or other factors that could affect Titanium Group Limited's results of operations are detailed in its filings with the United States Securities and Exchange Commission available at http://www.sec.gov. At the Company: Jason Ma, CEO info@titanium-tech.com Investor Relations: Equity Performance Group Erin Hegarty (617) 723-2225 erin@equityperfgp.com SOURCE Titanium Group Limited
Corporate History of Kanglv Technology Limited
Shenzhen Kanglv was registered as a limited liability company in Shenzhen City, People’s Republic of China (the “ PRC ”) on June 16, 2005. It is engaged in the manufacture and sales of electronic cable products in the PRC, with its principal place of business in Shenzhen City, the PRC. Its principal products are various types of computer cables, such as HDMI, DVI, VGA and USB cables, as well as electric power cables.
In September 2010, we formed Kanglv Technology (Hong Kong) Limited (“Hong Kong Kanglv ”) as our wholly-owned subsidiary. Shenzhen Kanglv was a domestic limited liability company registered in Shenzhen City, China that was 100% owned by Huabao Asia Ltd. (“Huabao”). In May 2011, Huabao transferred 100% ownership of Shenzhen Kanglv to Hong Kong Kanglv in exchange for issuance of 52,635,560 shares of our Common Stock . In January 2011, PRC local government approved Shenzhen Kanglv to become a WOFE wholly-owned by Hong Kong Kanglv.
On september 17, 2010,we formed kanglv cable Technology (Hong kong) Limited to develop importing of copper business. kanglv cable is a development stage company with no business operations, kanglv cable is currenty seeking potential business opportunities and partners.
Our Corporate Structure
Business Overview
Shenzhen Kanglv was registered as a limited liability company in Shenzhen City, People’s Republic of China (the “ PRC ”) on June 16, 2005. It is engaged in the manufacture and sales of electronic cable products in the PRC, with its principal place of business in Shenzhen City, the PRC. Its principal products are various types of computer cables, such as HDMI, DVI, VGA and USB cables, as well as electric power cables.
Shenzhen Kanglv is a subcontractor for Cancare Electric Wire (Shenzhen) Co., Ltd. and manufactures the products for Cancare Electric to its specifications and customization requirements. Cancare Electric provides the core components and materials to Shenzhen Kanglv. Cancare Electric sells the products to companies in the PRC, such as Great Wall Tech, Chi Yuan Technology Limited, and Ya lid Co., limited.
Our suppliers are principally comprised of wire and cable manufacturing companies. During the year ended December 31, 2011, our top suppliers include Cancare Electric Wire Ltd., Ling Ya Electronic Technology Co., Ltd., and Dongyuan City Jie Shi Mei Electronics Co., Ltd.
DEC 2012 AMAZING Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
¨ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
or
¨ 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 of Other Jurisdiction of Incorporation or Organization) Not Applicable
(I.R.S. Employer Identification No.)
Suite 2101, 21/F, Chinachem Century Tower,
178 Gloucester Road, Wanchai, Hong Kong
(Address of Principal Executive Offices) Not Applicable
(ZIP Code)
+(852) 3679 3110
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ 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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 16,775,113 as of November 30, 2012.
TABLE OF CONTENTS
Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements. 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 29
Item 4. Controls and Procedures. 30
PART II—OTHER INFORMATION
Item 1A. Risk Factors. 31
Item 6. Exhibits. 31
Throughout this Quarterly Report on Form 10-Q, the “Company”, “we,” “us,” and “our,” refer to Titanium Group Limited unless otherwise indicated or the context otherwise requires.
2
TITANIUM GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
3
TITANIUM GROUP LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Unaudited Condensed Consolidated Balance Sheets 5
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss 6
Unaudited Condensed Consolidated Statements of Cash Flows 7
Notes to Unaudited Condensed Consolidated Financial Statements 8-22
4
TITANIUM GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in US Dollars (“US$”))
September 30 December 31
2012 2011
ASSETS
Current assets:
Cash and cash equivalents $ 229,957 $ 917,724
Accounts receivable, net 132,686 131,990
Amounts due from related parties 4,971,617 4,917,570
Inventories 1,077,705 744,087
Deposits and other receivables 141,536 123,611
Total current assets 6,553,501 6,834,982
Non-current assets:
Plant and equipment, net 177,758 189,170
TOTAL ASSETS $ 6,731,259 $ 7,024,152
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, net $ 907,962 $ 826,430
Amounts due to related parties 1,207,595 1,324,908
Short-term secured bank loan 4,431,081 4,407,852
Income tax payable 7,603 7,562
Accrued liabilities and other payables 343,617 421,011
Total current liabilities 6,897,858 6,987,763
Total liabilities 6,897,858 6,987,763
Commitments and contingencies
Equity
Stockholders’ equity:
Common stock, US$0.01 par value, 100,000,000 shares authorized, 100,000,000 shares issued and outstanding $ 1,000,000 $ 1,000,000
Accumulated other comprehensive loss/ (income) 16,360 (63,401 )
Accumulated losses (1,182,959 ) (900,210 )
Total stockholders’ (deficit)/equity (166,599 ) 36,389
TOTAL LIABILITIES AND EQUITY $ 6,731,259 $ 7,024,152
See accompanying notes to unaudited condensed consolidated financial statements.
5
TITANIUM GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS
(Currency expressed in US Dollars (“US$”))
Three months ended
September 30 Nine months ended
September 30
2012 2011 2012 2011
REVENUE, NET
Revenue – related party, net $ 908,295 $ 2,021,438 $ 3,083,674 $ 4,197,062
COST OF REVENUE
Cost of revenue (including depreciation) (938,998 ) (2,048,672 ) (3,119,102 ) (4,187,901 )
GROSS (LOSS)/INCOME (30,703 ) (27,234 ) (35,428 ) 9,161
OPERATING EXPENSES
Selling, general and administrative (276,313 ) (167,164 ) (419,111 ) (451,052 )
(LOSS)/INCOME FROM OPERATIONS (307,016 ) (194,398 ) (454,539 ) (441,891 )
Other income (expense):
Sundry income 36,807 - 36,807 -
Interest income 31,565 10,922 182,294 67
Gain from disposal of a subsidiary - 555,403 - 555,403
Interest expense 123,131 (47,314 ) (450 )
LOSS BEFORE INCOME TAX (115,513 ) 371,927 (282,752 ) 113,129
Income tax expense - 8,116 - -
NET LOSS $ (115,513 ) $ 380,043 $ (282,752 ) $ 113,129
Other comprehensive income
- Foreign currency translation gain (154 ) 222,810 16,360 223,891
COMPREHENSIVE LOSS (115,667 ) 602,853 (266,392 ) 337,020
Net loss per share - Basic and diluted $ - $ - $ - $ -
Weighted average common shares outstanding – basic and diluted 100,000,000 10,000,000 100,000,000 73,879,904
See accompanying notes to unaudited condensed consolidated financial statements.
6
TITANIUM GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in US Dollars (“US$”))
Nine months ended September 30,
2012 2011
Cash flow from operating activities:
Net loss $ (282,752 ) $ 113,129
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of plant and equipment 24,217 -
Exchange loss - 1,114
Gain from disposal of a subsidiary - (555,403 )
Changes in operating assets and liabilities:
Restricted cash - 182,304
Accounts receivable (696 ) (3,356,273 )
Inventories (333,618 ) (795,873 )
Deposits and other receivables (17,925 ) (408,151 )
Amount due from related parties (54,047 ) -
Accounts payable 81,532 722,113
Amount due to related parties (117,313 ) -
Income tax payable 41 7,265
Accrued liabilities and other payables (77,394 ) 771,308
Net cash used in operating activities (777,955 ) (3,318,467 )
Cash flows from investing activities
Purchase of plant and equipment (11,768 ) -
Net cash used in investing activities (11,768 ) -
Cash flows from financing activities:
New Loan from third party 23,229 4,369,691
Advance from related parties - (40,205 )
Net cash provided by financing activities 23,229 4,329,486
Effect of exchange rate changes on cash and cash equivalent 78,727 (315,192 )
Net (decrease) /increase in cash and cash equivalents (687,767 ) 695,827
Cash and cash equivalents – beginning of period 917,724 91,834
Cash and cash equivalents – end of period $ 229,957 $ 787,661
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ - $ -
Cash paid for interest $ - $ -
See accompanying notes to unaudited condensed consolidated financial statement
7
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
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$387,000 into escrow.
4. Huabao Asia Limited, an entity owned and controlled by Mr. CHEN Tianju, agreed that it would transfer ownership of Shenzhen Kanglv Technology Company Limited (“Shenzhen Kanglv”) to the Company, in exchange for 52,635,560 post-consolidation common shares.
The stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby Shenzhen Kanglv is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying condensed consolidated financial statements are in substance those of Shenzhen Kanglv, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of stock exchange transaction. The Company is deemed to be a continuation of the business of Shenzhen Kanglv.
Shenzhen Kanglv Technology Company Limited (“Shenzhen Kanglv”) was registered as a limited liability company in Shenzhen City, the People’s Republic of China (the “PRC”) on June 16, 2005. Shenzhen Kanglv is mainly engaged in the manufacture and sales of electric wire products in the PRC, with its principal place of business in Shenzhen City, the PRC, which was commenced in August 2010. The Company is a sub-contractor to manufacture and sells the electric wire products to its single customer. Under the sub-contracting agreement between Shenzhen Kanglv and Cancare Electric Wire (Shanzhen) Co., Ltd (“Cancare”), which is controlled by the same individual of its majority owner, Cancare provided the core components and materials to Shenzhen Kanglv for the production and Shenzhen Kanglv exclusively sold these finished products, based upon the reauired specification and customization to Cancare at the current market value in the normal course of business.
8
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
Accordingly, the accompanying 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.
On 2 September, 2011, the subsidiary, Titanium Technology Limited, was winding up by the Hong Kong Special Administrative Region Government.
The Company entered into a share exchange agreement (“the agreement”) with Zili Industrial Co. Limited, Snow Hill Developments Limited and Cancare Investment Limited dated September 10, 2012. Under the terms of the agreement:
1. Zili agrees to sell to Snow Hill 20,000,000 restricted shares of the common stock, $0.01 par value, representing in aggregate of 20% of the total issued and outstanding shares of Titanium owned by Zili in Titanium (the “Titanium Exchange Shares”) in exchange (the “Exchange”) for 2,500,000 shares of Cancare Investment representing in aggregate 20% of the total issued and outstanding equity securities of Cancare Investment owned by Snow Hill in Cancare Investment (the “Cancare Exchange Shares”), a Hong Kong company unrelated to Titanium.
2. Concurrent with the share exchange transaction, Zili transferred the remaining 17,700,000 shares of common stock it held in the Company to Huabao Asia Limited (“Huabao”), representing in aggregate 17.7% of the issued and outstanding shares of the Company’s common stock. The transferred shares from Zili to Huabao constitutes approximately 17.7% of the issued and outstanding shares of the Company’s common stock, resulting in Huabao holding approximately 70.33% of the Company's issued and outstanding shares of common stock.
The accompanying consolidated financial statements present the financial position and results of operations of the Company. The Company’s functional currency is RMB, except otherwise indicated.
As of September, 2012, details of the Company’s subsidiaries are as follows:
Name Date of
incorporation/
establishment Place of
incorporation/
registration
and operation Percentage of
equity interest
attributable to
the Company Principal activities
Hong Kong Kanglv Technology Limited September 17, 2010 Hong Kong 100 % Investment holding
Shenzhen Kanglv Technology Limited June 16, 2005 PRC 100 % Manufacture and sales of electric wire products
Kanglv Cable Technology (Hong Kong) Limited September 17,2010 Hong Kong
100 % Dormant
9
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 2 - Summary of Significant Accounting Policies
· Basis of presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
· Use of estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
· Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
· Accounts receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. For nine months ended September 30, 2012 and 2011, the Company did not record an allowance for doubtful accounts.
· Inventories
Inventories consist primarily of raw materials, work-in-process and finished goods of electric wire products and are stated at the lower of cost or net realizable value, with cost being determined on a weighted average basis. Costs include material, direct labor and manufacturing overhead costs. Allowance for slow-moving and obsolescence is an estimate amount based on an analysis of current business and economic risks, the duration of the inventories held and other specific identifiable risks that may indicate a potential loss. The allowance is reviewed regularly to ensure that it adequately provides for all reasonable expected losses. For nine months ended September 30, 2012 and 2011, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
· Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
Depreciable life Residual value
Plant and machinery 5-12 years 5 %
Furniture, fittings and office equipment 9-12 years 5 %
Motor vehicles 9-12 years 5 %
Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.
10
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 2 - Summary of Significant Accounting Policies (Continued)
· Impairment of long-lived assets
In accordance with ASC Topic 360-10-5, “ Impairment or Disposal of Long-Lived Assets” , all long-lived assets such as plant and equipment held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.
· Revenue recognition
In accordance with the ASC Topic 605, “Revenue Recognition” , the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.
(a) Sales of products
The Company has adopted ASC Topic 605-45, “Principal Agent Considerations” (“ASC Topic 605-45”) whereby the Company evaluates to determine whether the transaction should be recorded on a gross basis as a principal or net basis as an agent. This evaluation includes, but not limited to, assessing whether the Company (1) or third-party supplier is a primary obligor in the arrangement, (2) has general inventory risk, (3) has latitude in establishing pricing, (4) has discretion in supplier selection, (5) has credit risk and (6) acts as an agent or broker with compensation on a commission or fixed fee basis.
Based on its assessment of the indicators listed in the ASC Topic 605-45, the Company has concluded that the existing business should be accounted for on a gross basis. The Company assumes the position of primary obligor and thus will recognize revenue on the gross amount billed to the customers when persuasive evidence of an arrangement exists, the products are delivered, the fee is fixed and determined and the collection of the resulting receivable is probable. Revenue from the sale of electric wire products is recognized when the products are delivered to and received by the customers, collectability is reasonably assured and the prices are fixed and determinable.
Revenue represents the invoiced value of goods, net of value-added tax (“VAT”). The Company's products that are locally sold in the PRC are subject to VAT which is levied at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.
(b) Interest income
Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.
· Cost of revenue
Cost of revenue includes cost of raw materials, direct labor, packing cost and production overhead directly attributable to the manufacture of electric wire products. Shipping and handling cost are recorded in cost of revenue and are recognized when the related product is delivered to the customer.
11
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 2 - Summary of Significant Accounting Policies (Continued)
· Advertising expenses
Advertising costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. There was no advertising cost incurred for nine months ended September 30, 2012 and 2011.
· Comprehensive income or loss
ASC Topic 220 , “Comprehensive Income” , establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.
· Income taxes
Income taxes are determined with the provisions of ASC Topic 740, “ Income Taxes ” (“ASC Topic 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 Topic 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 Topic 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 nine months ended September 30, 2012 and 2011, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2012 and 2011, the Company did not have any significant unrecognized uncertain tax positions.
The Company conducts its major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authority.
12
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 2 - Summary of Significant Accounting Policies (Continued)
· Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company maintains its books and record in its local currency, Renminbi Yuan (“RMB”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with ASC Topic 830-30, “ Translation of Financial Statement” , assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective year:
September 30,
2012 December
31, 2011
Year-end RMB: US$1 exchange rate 6.3190 6.3523
Annual average RMB: US$1 exchange rate 6.3085 6.4544
· Retirement plan costs
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.
· Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
· Segment reporting
ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. For the nine months ended September 30, 2012 and 2011, the Company operates in one reportable business segment in the PRC.
13
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 2 - Summary of Significant Accounting Policies (Continued)
· Fair value of financial instruments
The carrying value of the Company’s financial instruments: cash, accounts receivable, prepayments and other current assets, accounts payable, amount due from (to) a related party and the owner, accrued liabilities and other payables approximate at their fair values because of the short-term nature of these financial instruments.
The Company also follows the guidance of ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
14
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
2. Summary of Significant Accounting Policies (Continued)
Recently issued accounting pronouncements
Fair Value Measurement
In May 2011, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 generally provides a uniform framework for fair value measurements and related disclosures between U.S. GAAP and International Financial Reporting Standards ("IFRS"). Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation process used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity's use of a nonfinancial asset that is different from the asset's highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. This update is effective for annual and interim periods beginning on or after December 15, 2011. The effect of ASU 2011-04 on the consolidated financial statements and related disclosures is not expected to be significant.
Comprehensive Income
In June 2011, the FASB issued ASU 2011-05,Comprehensive Income (Topic 220). ASU 2011-05 gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. This update is effective for annual and interim periods beginning on or after December 15, 2011. The effect of ASU 2011-05 on the consolidated financial statements and related disclosures is not expected to be significant.
Intangibles—Goodwill and Other
In September 2011, the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350) that permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two step goodwill impairment test. The updated guidance requires that, if an entity concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount; it would not be required to perform the two-step impairment test for the reporting unit. The provisions of the updated guidance are effective for annual and interim periods beginning after December 15, 2011 with early adoption permitted. The Company adopted ASU 2011-08 in the third quarter of 2011. The adoption of this guidance did not affect the Company's results of operations, financial position or liquidity.
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TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
2. Summary of Significant Accounting Policies (Continued)
Recently issued accounting pronouncements (continued)
Disclosures about Offsetting Assets and Liabilities
In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amendments are effective for annual reporting periods beginning on or after January 1, 2013. An entity would be required to provide the disclosures required by those amendments retrospectively for all comparative periods presented. This ASU will not impact our results of operations.
NOTE 3 – GOING CONCERN UNCERTAINTIES
These consolidated financial statements have been prepared assuming that the Company 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 nine months ended September 30, 2012, the Group incurred accumulated losses of US$ 1,182,959 and a shareholders’ deficit of US$166,599) at that date. The continuation of the Group as a going concern through September 30, 2013 is dependent upon the continuing financial support from its stockholders. Management believes the existing majority stockholders will provide the additional cash to meet with the Company’s obligations as they become due.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
NOTE 4 – AMOUNT DUE FROM RELATED PARTIES
The amounts due from related parties were unsecured, interest-free and repayable on demand.
16
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
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 nine months ended September 30, 2012 and 2011, the components of loss before income taxes were comprised of the following:
Nine months ended September 30
2012 2011
Tax jurisdictions from:
– BVI $ (121,918 ) $ 474,231
– Hong Kong (42,260 ) (248,874 )
– The PRC (118,574 ) (112,228 )
(Loss) / Profit before income taxes $ (282,752 ) $ 113,129
Pursuant to the rules and regulations of the BVI, Titanium Group Limited which is incorporated in the BVI is not subject to taxation in the BVI under the current BVI law.
For the nine months ended September, 2012, the operations in Hong Kong and the PRC incurred the aggregate net operating losses carry forward of US$133,210 that may be used to offset future taxable income. The Company has provided for a valuation allowance in full amount of deferred tax assets as there is no assurance of future taxable income.
During the nine months ended September 30, 2011, Shenshen Kanglv Technology incurred income tax US$8,116, at a unified income tax rate of 25%.
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TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 6 – INVENTORIES
Inventories consist of the following:
September 30,
2012 December 31,
2011
Raw materials $ 190,680 $ 255,565
Work-in-process 183,355 46,858
Finished goods 702,670 441,664
Inventories, net $ 1,077,705 $ 744,087
As of September 30, 2012, the Company recorded no allowance for slow-moving and obsolete inventories.
NOTE 7 – AMOUNTS DUE FROM RELATED PARTIES
September 30,
2012 December 31,
2011
Cancare Electric Wire (Shenzhen) Co., Ltd $ 4,971,617 4,917,570
As of September 30, 2012, the balance represented the temporary advances made by the Company to Cancare Electric Wire (Shenzhen) Co., Ltd., which is controlled by common key management personnel. The amounts were unsecured, interest-free and repayable on demand.
NOTE 8 - DEPOSITS AND OTHER RECEIVABLES
Deposits and other receivables consisted of the following:
September 30,
2012 December 31,
2011
Prepayment $ 738 $ 4,559
Other receivables 140,798 119,052
$ 141,536 $ 123,611
18
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 9 – PLANT AND EQUIPMENT
Plant and equipment consist of the following:
September 30,
2012 December 31,
2011
Plant and machinery $ 224,896 $ 213,128
Furniture, fittings and office equipment 2,583 2,583
Motor vehicles 20,448 20,448
Foreign translation difference 13,758 13,758
261,685 249,917
Less: accumulated depreciation (84,121 ) (59,904 )
Less: foreign translation difference 194 (843 )
$ 177,758 $ 189,170
NOTE 10 – AMOUNTS DUE TO RELATED PARTIES
September 30,
2012 December 31,
2011
Amount due to a former director, Mr. Wen Jialong $ 50,641 $ 50,376
Amount due to Cancare Electric Wire (Shenzhen) Co., Ltd - 293,958
Amount due to former owner, Cancare Enterprise Co., Limited 1,042,215 980,574
Amount due to Huabao Asia Limited 25,641 -
Amount due to Cancare Group HK Limited 89,098 -
$ 1,207,595 $ 1,324,908
As of September 30, 2012, the amounts due to related parties represented temporary advances made to the Company, which were unsecured, interest-free and repayable within the next twelve months.
NOTE 11– ACCRUED LIABILITIES NAD OTHER PAYABLE
Accrued liabilities and other payables consist of the following:
September 30,
2012 December 31,
2011
Accrued salaries and benefits $ 183,336 $ 181,009
Accrued operating expenses 45,167 40,707
VAT payable 16,394 87,674
Other payable 78,720 111,621
$ 323,617 $ 421,011
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TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 12– SHORT-TERM SECURED BANK LOAN
The bank loan is denominated in Renminbi and repayable within 1 year. It carries interest at 7.544% per annum and is guaranteed by (i) Mr. Wen Jialong, who does not receive any compensation for acting as guarantor; (ii) the property owned by the third party, ?????(??)????, who does not receive any compensation for the guarantee.
NOTE 13– RELATED PARTY TRANSACTIONS
(a) For the three months ended September 30, 2012 and 2011 the Company sold its products at its current market value totaling $908,295, $2,021,438 and for the nine months ended September 30, 2012 and 2011 was totaling $ 3 ,083,674 and $4,197,062 to a related company which is controlled by the majority owner of the Company in a normal course of business.
(b) For the three months ended September 30, 2012 and 2011 there have purchase from a related party totaling $582,346 and $nil and for the nine months ended September 30, 2012 and 2011, was totaling $1,637,986 and $nil from a related company which is controlled by the majority owner of the Company in a normal course of business. .
(c) For the three months ended September 30, 2012 and 2011 there have no interest income from a related party. For the nine months ended September 30, 2012 and 2011, the Company received an interest income totaling, $182,294 and $ nil from a related party.
NOTE 14– CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
For the three months ended September 30, 2012, there was a single customer who accounted for 100% of the Company’s revenue amounting to $ 908,295 with accounts receivable balance of $nil at period-end date.
For the nine months ended September 30, 2012, there was a single customer who accounted for 100% of the Company’s revenue amounting to $ 3,083,674 with accounts receivable balance of $nil at period-end date.
20
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 14– CONCENTRATIONS OF RISK (CONTINUED)
(b) Major vendors
For the three months and nine months ended September 30, 2012, 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 September 30, 2012 September 30,
2012
Purchases Percentage
of purchases Accounts
payable, trade
Vendor A (a related party) $ 582,346 55 % 145,093
Vendor B 128,905 14 % 203,397
Total: $ 711,251 69 % 348,490
Nine months ended September 30,
2012 September 30,
2012
Purchases Percentage
of purchases Accounts
payable, trade
Vendor A (a related party) $ 1,637,986 53 % 145,093
Vendor B 354,285 11 % 203,397
Total: $ 1,992,271 64 % 348,490
(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 US$, while the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.
21
TITANIUM GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in US Dollars (“US$”))
NOTE 14– CONCENTRATIONS OF RISK (CONTINUED)
(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.
NOTE 15– 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, We have evaluated significant events and transactions that occurred after September 30, 2012 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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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the unaudited condensed consolidated financial statements of the Company for the nine months ended September 30, 2012 and 2011, and should be read in conjunction with such financial statements and related notes included in this report. Those statements in the following discussion that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Quarterly Report on Form 10-Q.
Overview
Shenzhen Kanglv Technology Company Limited (“Shenzhen Kanglv” and the “Company”) was registered as a limited liability company in Shenzhen City, the People’s Republic of China (the “PRC”) on June 16, 2005. Shenzhen Kanglv is mainly engaged in the manufacture and sales of electric wire products in the PRC, with its principal place of business in Shenzhen City, the PRC, which was commenced in August 2010. The Company is a sub-contractor to manufacture and sells the electric wire products to its single customer. Under the sub-contracting agreement between Shenzhen Kanglv and Cancare Electric Wire (Shanzhen) Co., Ltd (“Cancare”), which is controlled by the same individual of its majority owner, Cancare provided the core components and materials to Shenzhen Kanglv for the production and Shenzhen Kanglv exclusively sold these finished products, based upon the required specification and customization to Cancare at the current market value in the normal course of business.
On May 31, 2011, Shenzhen Kanglv entered into a Memorandum of Understanding dated September 1, 2010 and amended on November 18, 2010 and March 18, 2011 (the “ MOU ”) with Titanium Group Limited (“TTNUF”), which 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. TTNUF, 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.
As used herein, the “Group” refers to TTNUF and its wholly-owned subsidiaries, Hong Kong Kanglv Technology Limited, Shenzhen Kanglv Technology Limited and Kanglv Cable Technology (Hong Kong) Limited.
Pursuant to the MOU, TTNUF agreed to issue 52,635,560 common shares to Huabao Asia Limited, an entity owned and controlled by Mr. CHEN Tianju, in exchange of the ownership of Shenzhen Kanglv. Although Shenzhen Kanglv became TTNUF’s wholly-owned subsidiary, the transaction was accounted for as a recapitalization in the form of a reverse merger of Shenzhen Kanglv, whereby Shenzhen Kanglv was deemed to be the accounting acquirer and was deemed to have retroactively adopted the capital structure of TTNUF. Since the transaction was accounted for as a reverse merger, the accompanying consolidated financial statements reflect the historical consolidated financial statements of Shenzhen Kanglv for all periods presented, and do not include the historical financial statements of TTNUF.
23
Pursuant to the MOU, TTNUF also agreed the following terms:
1. TTNUF agreed to effect a 1-for-10 consolidation of its issued and outstanding shares of common stock.
2. The holders of TTNUF’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 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 common shares and deposit the purchase price of US$387,000 into escrow.
On May 31, 2011, the acquisition of Shenzhen Kanglv was completed, and the business of Shenzhen Kanglv was adopted as the Company’s business. As such, the following discussion is focused on the current and historical operations of Shenzhen Kanglv, and excludes prior operations of Titanium Group Limited.
Shenzhen Kanglv is engaged in the manufacture and sales of electronic cable products in the PRC, with its principal place of business in Shenzhen City, the PRC. Its principal products are various types of computer cables, such as HDMI, DVI, VGA and USB cables, as well as electric power cables.
Shenzhen Kanglv is a subcontractor for Cancare Electric Wire (Shenzhen) Co., Ltd., an affiliate (“ Cancare Electric ”), and manufactures the products for Cancare Electric to its specifications and customization requirements. Cancare Electric provides the core components and materials to Shenzhen Kanglv. Cancare Electric sells the products to companies in the PRC, such as Great Wall Tech, Chi- Yuan Technology Limited, and Ya Lida Company limited.
On 2 September, 2011, the subsidiary, Titanium Technology Limited, was winding up by the Hong Kong Special Administrative Region Government.
The Company entered into a share exchange agreement (“the agreement”) with Zili Industrial Co. Limited, Snow Hill Developments Limited and Cancare Investment Limited dated September 10, 2012. Under the terms of the agreement:
3. Zili agrees to sell to Snow Hill 20,000,000 restricted shares of the common stock, $0.01 par value, representing in aggregate of 20% of the total issued and outstanding shares of Titanium owned by Zili in Titanium (the “Titanium Exchange Shares”) in exchange (the “Exchange”) for 2,500,000 shares of Cancare Investment representing in aggregate 20% of the total issued and outstanding equity securities of Cancare Investment owned by Snow Hill in Cancare Investment (the “Cancare Exchange Shares”), a Hong Kong company unrelated to Titanium.
4. Concurrent with the share exchange transaction, Zili transferred the remaining 17,700,000 shares of common stock it held in the Company to Huabao Asia Limited (“Huabao”), representing in aggregate 17.7% of the issued and outstanding shares of the Company’s common stock. The transferred shares from Zili to Huabao constitutes approximately 17.7% of the issued and outstanding shares of the Company’s common stock, resulting in Huabao holding approximately 70.33% of the Company's issued and outstanding shares of common stock.
24
Accordingly, the accompanying condensed consolidated financial statements include the following:
The condensed consolidated balance sheets, consolidated statements of operations and comprehensive loss, and condensed consolidated statements of 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.
As of June, 2012, details of the Company’s subsidiaries are as follows:
Name Date of incorporation/ establishment Place of incorporation/ registration and operation Percentage of equity interest attributable to the Company Principal activities
Hong Kong Kanglv Technology Limited September 17, 2010 Hong Kong 100% Investment holding
Shenzhen Kanglv Technology Limited June 16, 2005 PRC 100% Manufacture and sales of electric wire products
Kanglv Cable Technology (Hong Kong) Limited September 17, 2010 Hong Kong 100% Dormant
Critical Accounting Policies
Inventories. Inventories consist primarily of raw materials, work-in-process and finished goods of electric wire products and are stated at the lower of cost or net realizable value, with cost being determined on a weighted average basis. Costs include material, direct labor and manufacturing overhead costs. Allowance for slow-moving and obsolescence is an estimated amount based on an analysis of current business and economic risks, the duration of the inventories held and other specific identifiable risks that may indicate a potential loss. The allowance is reviewed regularly to ensure that it adequately provides for all reasonable expected losses. For the nine month ended September 30, 2012 and 2011, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.
25
Revenue Recognition. In accordance with ASC Topic 605, “ Revenue Recognition ,” the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.
(a) Sales of products – Revenue from the sales of electric wire products is recognized when the products are delivered to and received by the customers, collectability is reasonably assured and the prices are fixed and determinable.
Revenue represents the invoiced value of goods, net of value-added tax (“VAT”). The Company’s products that are locally sold in the PRC are subject to VAT, which is levied at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.
(b) Interest income – Interest income is recognized on a time apportionment basis, taking into account the principal amounts outstanding and the interest rates applicable.
Cost of revenue. Cost of revenue includes cost of raw materials, direct labor, packing cost and production overhead directly attributable to the manufacture of electric wire products. Shipping and handling cost are recorded in cost of revenue and are recognized when the related product is delivered to the customer.
Comprehensive income or loss. ASC Topic 220, “ Comprehensive Income ,” establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.
Income taxes. Income taxes are determined 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.
26
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 nine months period ended September 30, 2012 and 2011, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2012 and 2011, the Company did not have any significant unrecognized uncertain tax positions.
The Company conducts its major businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities the Company files tax returns that are subject to examination by the local tax authority.
Foreign currencies translation. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollar (“US$”) and the financial statements of the Company have been expressed in US$. The Company maintains its books and records in its local currency, Renminbi Yuan (“RMB”), which is a functional currency as being the primary currency of the economic environment in which its operations are conducted. In accordance with ASC Topic 830-30, “ Translation of Financial Statement ,” assets and liabilities of a company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
September 30, 2012 December 31, 2011
Year-end RMB: US$1 exchange rate 6.3190 6.3523
Annual average RMB: US$1 exchange rate 6.3085 6.4544
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Related Parties. Parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Results of Operations
Comparison of three months ended September 30, 2012 and September 30, 2011.
Net revenue for three months ended September 30, 2012 were US$908,295 compared to US$2,021,438 for the three months ended September 30, 2011, a decrease of 55.1%. The decrease in net revenue for the three months ended September, 2012 over the three month ended September 30, 2011 was mainly due to worldwide economic slow down in 2012 and customers demand decreased.
Cost of revenue was US$938,998 for the three months ended September 30, 2012 as compared to US$2,048,672 for the comparable period ended September 30, 2011, a decrease of 54.2% which was in line with the decrease of revenue of the period.
Gross loss for the three months ended September 30, 2012 was US$30,703 compared to gross loss of US$27,234 for the comparable period in 2011.
Selling, general and administrative expenses were US$42,768, or 4.7%% of net revenue, for the three months ended June 30, 2012, compared to US$167,164, or 8.3% of net revenue, for the comparable period in 2011. The decrease was mainly attributable to better control on expenses.
Net interest expenses increased significantly to US$41,0050 for the three months ended September 30, 2012, as compared to net interest income of US$10,922 for the respective comparable period in 2011. The increase was primarily due to bank loan drawdown by end of 2011.
Net loss for the three months ended September 30, 2012 was US$115,510 compared to a net income of US$380,043 for the comparable period in 2011 which was mainly due to US$555,403 gain on disposal of a subsidiary in 2011.
Comparison of nine months ended September 30, 2012 and September 30, 2011.
Net revenue for nine months ended September 30, 2012 were US$3,083,674 compared to US$4,197,062 for the nine months ended September 30, 2011, a decrease of 26.5%. The decrease in net revenue for the nine months ended September, 2012 over the nine month ended September 30, 2011 was mainly due to decrease in customer demand in 2012 as a result of worldwide economic slow down.
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Cost of revenue was US$3,119,102 for the nine months ended September 30, 2012 as compared to that of US$4,187,901 for nine months ended September 30, 2011, a decrease of 25.5% which was in line with the decrease in net revenue.
There was a gross loss of US$35,428 for the nine months ended September 30, 2012, compared to gross income of US$9,161 for the comparable period in 2011. The gross loss was mainly due to the significant decrease in revenue and increase of raw material cost in 2012.
Selling, general and administrative expenses were US$223407, or 7.3% of net revenue, for the nine months ended September 30, 2012, compared to US$451,052, or 10.7% of net revenue, for the comparable period in 2011. The decrease was mainly attributable to better control on expenses.
Net interest expenses increased significantly to US$60,721 for the nine months ended September 30, 2012, as compared to net interest expenses of US$383 for the respective comparable period in 2011. The increase was primarily due to bank loan drawdown by end of 2011.
Net loss for the nine months ended September 30, 2012 was US$282,749, compared to a net income of US$113,129 for the comparable period in 2011 which was mainly attributable to US$555,403 gain on disposal of a subsidiary in 2001.
Going Concern
As at September 30, 2012, the Company recorded an accumulated deficit of US$166,599. The continuation of the Company as a going concern 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.
Liquidity and Capital Resources
At September 30, 2012, the company had cash of US$229,957, as compared to cash of US$917,724 at December 31, 2011. Amounts owed to related parties at September 30, 2012 were US$1,077,705 as compared to that of US$1,324,908 at December 31, 2011.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
29
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures as required under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2012, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2012. The Company does not have a Chief Financial Officer that is familiar with the accounting and reporting requirements of a U.S. publicly-listed company, nor does it have a financial staff with accounting and financial expertise in U.S. generally accepted accounting principles (“US GAAP”) reporting. In addition, the Company does not believe it has sufficient documentation concerning its existing financial processes, risk assessment and internal controls. There are also certain deficiencies in the design or operation of the Company’s internal control over financial reporting that has adversely affected its disclosure controls that may be considered to be “material weaknesses.”
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources on our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II.
OTHER INFORMATION
Item 1A. Risk Factors
The purchase of our common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2011 Form 10-K”), our Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this report, and our consolidated financial statements and related notes included in Item 1 of Part I of this report. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the Securities and Exchange Commission.
Item 6 - Exhibits
The following exhibits are filed with this report:
31.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31
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.
CHINA ELECTRONICS HOLDINGS, INC.
By: /s/ Huaming Lai
Name: Huaming Lai
Title: Chief Executive Officer and President
(principal executive officer) & Chief Financial Officer (principal financial officer and principal accounting officer)
Date: December 4, 2012
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
I, Huaming Lai, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 of Titanium Group Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 4, 2012 /s/ Huaming Lai
Huaming Lai
Chief Executive Officer and Chief Financial Officer (principal executive and financial officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 (the “Report”) of Titanium Group Limited (the "Company"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 4, 2012 /s/ Huaming Lai
Huaming Lai
Chief Executive Officer and
Chief Financial Officer (principal executive and financial officer)
RECENT FILINGS >> http://www.otcmarkets.com/stock/TTNUF/filings
Titanium Group Announces Distribution Agreement in Dubai with R.J. Engineering Models LLC
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HONG KONG, June 28 /PRNewswire-FirstCall/ -- Titanium Group Limited (OTC Bulletin Board: TTNUF), a leading biometric and security solutions provider featuring proprietary and patented Automated Face Recognition Systems (AFRS), today announced that R.J. Engineering Models LLC has become a licensee and distributor of Titanium's face recognition products in Dubai, United Arab Emirates (UAE). The licensing agreement became effective in May 2007 and is part of Titanium's ongoing strategic expansion outside of the Pacific Rim. The software and hardware licensing agreement specifies an annual commitment and also provides Titanium with a growing network for new business partnerships and large-scale project opportunities in the area. Based on extensive experience with physical access control design and implementation, R.J. Engineering Models LLC chose Titanium's facial recognition products over competing biometrics security products because of the outstanding performance and accuracy of Titanium's patented face recognition technology as an access control system. The decision to partner with Titanium was also due to the customizability and scalability of Titanium's hardware and software solutions for complex projects and specific client needs. Titanium's hardware and software solutions deliver strong authentication processes to facilities, while allowing organizations to reduce administrative costs, increase productivity, and mitigate the risk of a security breach. Patrick Lo, Chief Information Officer of Titanium Group said, "According to R.J. Engineering Models, Titanium's technology satisfies the company's requirements for security by providing a visual audit trail of individuals accessing various facilities and equipment." Mr. Lo continued, "Penetrating the access control market in the United Arab Emirates is a significant milestone for our company as we look toward expansion outside of the Pacific Rim. After R.J. Engineering's successful installation of an access control system in the high-profile Green Tower of Dubai, we have no doubt that they will prove to be an advantageous regional partner to Titanium Group." Headquartered in Dubai, R.J. Engineering Models LLC specializes in building engineering models and related access control technologies in the transportation, construction, and public administration sectors. R.J. Engineering Models has been in business for 5 years servicing Dubai and other UAE countries. About Titanium Group: Titanium Group Limited (http://www.titanium-tech.com), through its wholly owned subsidiary, Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented Automated Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (faceprint) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company's clients include: ESPN, IBM and the People's Bank of China. This press release includes certain "forward-looking statements." These statements are based on Titanium Group management's current expectations and are subject to risks and uncertainties and changes in circumstances. All forward-looking statements included in this press release are based upon information available to Titanium Group Limited as of the date of the press release, and it assumes no obligation to update or alter its forward looking statements whether as a result of new information, future events or otherwise. These forward-looking statements may relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact. Further information on risks or other factors that could affect Titanium Group Limited's results of operations are detailed in its filings with the United States Securities and Exchange Commission available at http://www.sec.gov. At the Company: Jason Ma, CEO info@titanium-tech.com Investor Relations: Equity Performance Group Erin Hegarty (617) 723-2225 erin@equityperfgp.com SOURCE Titanium Group Limited
HUGE Company's clients include: ESPN, IBM and the People's Bank of China.
Titanium Group Announces Contract With Hong Kong Government Worth Approximately $1M
By: Titanium Group, Ltd. via Marketwired News Releases
Company Beats Out a Number of Innovative Tech Giants to Be Named Exclusive Facial Authentication Solution Provider
Titanium Group, Ltd. (OTCBB: TTNUF), a leading biometric and security solutions provider, today announced that it has been selected as the exclusive facial authentication solution provider for the Hong Kong Housing Authority in the "HD e-Face" project. Titanium will design and implement a biometric authentication system for time attendance called the "HD e-Face" to assure accurate and speedy recording for all access points consisting of approximately 250 sites involving the Hong Kong Housing Authority. The Company is partnering with ELM computer technologies Limited, the Hong Kong system integration arm of Computer Science Corporation, to deploy this top-notch system that is considered to be one of the largest in scale throughout Hong Kong. It is estimated that the initial phase of the contract could bring in revenue of approximately US$1 million to the Group.
The Hong Kong Housing Authority is a statutory body whose day-to-day operations are carried out through its executive arm, the Housing Department (HD). HD provides estate management services to about 200 existing sites and 50 estimated new sites till 2010, including public rental housing estates, courts, commercial properties and factory estates, with a total of approximately 8,000 security guards and 5,300 cleaning people.
Titanium's face recognition system will be set up in the security control rooms and all access points of the 250 estate offices for recording workers' attendance. Each individual entering the premises will have their facial verification against the pre-registered database. The above-mentioned process will ensure the true identity of the attendance record, effectively thwarting "buddy-punching" (The act of one person punching an attendance card for another).
"We are honored to gain this precious opportunity for momentous exposure among the Government Departments in Hong Kong due to the extensive implementation of HD e-Face using our state-of-the-art facial recognition technology. We are committed to delivering and facilitating our solutions efficiently with a successful deployment in this endeavor for the highest level of client satisfaction. This challenging and technical project not only proves us to be one of the most cost-effective and outstanding biometric security solution providers in the world today but also boosts the prestige of Titanium Group in this increasingly demanding market," said Dr. Johnny Ng, Chairman of Titanium.
About Hong Kong Housing Authority: The Housing Authority (http://www.housingauthority.gov.hk), a statutory body established under the Housing Ordinance (Cap. 283), is responsible for determining and implementing long term housing strategy of the government and public housing programmes. The Housing Department comprises five divisions: the Permanent Secretary Office, Corporate Services Division, Strategy Division, Development and Construction Division and Estate Management Division, which is headed by the Permanent Secretary for Housing, Planning and Lands (Housing) to underpin SHPL and to provide executive support to the Housing Authority.
About Titanium Group, Ltd: Titanium Group, Ltd. ( http://www.titanium-tech.com), through its wholly owned subsidiary Titanium Technology, is a leading biometric and security solutions provider featuring its proprietary and patented automated Face Recognition Systems (AFRS). Titanium's AFRS products capture human face images electronically, input the facial images into searchable files (face print) and, in just seconds, accurately compare the facial images to a database containing millions of faces. These cutting-edge products reduce administration cost, enhance security, and significantly increase overall productivity. Titanium's products are distributed worldwide, either directly or through resellers or OEM partners, to governments, law enforcement agencies, gaming companies, and other organizations. The Company's clients include: ESPN, IBM and the People's Bank of China.
About ELM Computer Technologies: ELM Computer Technologies Limited, founded in 1990, is a leading eBusiness solutions provider in Hong Kong. Leveraging its proven track record in systems integration and expertise on eBusiness technologies, ELM has developed into a technology leader in the eBusiness arena. With its experienced professionals and knowledge in advanced technologies, ELM is well positioned to be the premium eBusiness solutions provider in Hong Kong. ELM is now a wholly owned subsidiary of Automated Systems Holdings Limited (the ASL Group), a listed company on the Stock Exchange of Hong Kong Limited with operations in Hong Kong, Macau, Thailand, Taiwan and South China. The ASL Group is a major subsidiary of CSA Holdings Ltd. in Singapore, which is a wholly owned subsidiary of Computer Sciences Corporation (CSC). CSC is a US-based leading global information technology services company with over 800 locations worldwide.
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