UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): September ~~November 1~~10, ~~2011~~2012

TITANIUM GROUP LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands

0-52415

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

(Address of principal executive offices)

Registrant’s telephone number, including area code: +(852) 3679 3110

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

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

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

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

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

Item 41.01 ~~Changes~~ InEntry ~~Registrant’s~~into ~~Certifying~~a ~~Accountant~~Material Definitive Agreement

On September 10, 2012, Zili Industrial Co Limited, a British Virgin Islands Company residing at Palm Grove House P.O. Box 438, Road Twon, Tortola, BVI (“Zili”), Snow Hill Developments Limited, a British Virgin Islands Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI (“Snow Hill”) ~~Effective~~, ~~October~~Titanium 28Group Ltd., ~~2011~~a British Virgin Islands Company residing at P.O. Box 957, ~~upon~~Offshore Incorporations Centre, Road Town, Tortola, BVI (“Titanium” or the ~~approval~~“Company”), and Cancare Investment limited., a Hong Kong incorporated company residing at Room 2101, 178 Huamao Century Square, Gloucester Road, Waichai (“Cancare Investment”) entered into a Share Exchange Agreement, whereas Zili agrees to sell to Snow Hill 20,000,000 restricted shares of the ~~board~~common stock, $0.01 par value, representing in aggregate of ~~directors~~20% of the ~~Company~~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 ~~Company~~total ~~dismissed~~issued ~~HKCMCPA~~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. 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 (“~~HKCMCPA~~Huabao”), asrepresenting in aggregate 17.7% of the issued and outstanding shares of the Company’s ~~independent~~common ~~registered public accountant~~stock.

~~The~~Prior ~~report~~to ofthe ~~HKCMCPA~~transactions, Huabao onheld an approximately in aggregate 52.63% shares of the ~~Company’s~~outstanding ~~financial~~common ~~statements~~stock ~~for~~of the ~~fiscal~~Company. ~~year~~The ~~ended~~transferred ~~December~~shares from ~~31,~~Zili ~~2010~~to ~~and~~Huabao ~~2009~~constitutes ~~included~~approximately an17.7% ~~explanatory~~of ~~paragraph~~the ~~that~~issued ~~noted~~and ~~substantial~~outstanding ~~doubt~~shares ~~about~~of the Company’s ~~ability~~common tostock, ~~continue~~resulting in asHuabao aholding ~~going~~approximately ~~concern~~70.33% ~~The~~of ~~audit~~the ~~reports~~Company's ofissued ~~HKCMCPA~~and onoutstanding ~~the~~shares ~~financial~~of ~~statements~~common ofstock. ~~the~~The ~~Company~~Transferred ~~for~~shares ~~the~~from Zili ~~fiscal~~to ~~years~~Snow ~~ended~~Hill ~~December~~constitutes ~~31,~~approximately ~~2010~~20% of the issued and ~~2009~~outstanding ~~did~~shares ~~not~~of ~~otherwise~~the ~~contain~~Company’s ~~any~~common ~~adverse~~stock, ~~opinion~~resulting in orSnow aHill ~~disclaimer~~holding ofapproximately ~~opinion,~~20% ~~nor~~of ~~were~~the ~~they~~Company’s ~~modified~~issued asand tooutstanding ~~uncertainty,~~shares ~~audit~~of ~~scope~~common orstock ~~accounting~~post ~~principles~~the transaction.

~~During the fiscal years ended December 31, 2010, 2009 as well as the subsequent interim period preceding our decision to dismiss HKCMCPA, there have been no disagreements (as defined in~~ Item ~~304(a)(1)(iv)~~9.01 ofFinancial ~~Regulation~~Statements ~~S-K) between the Company~~ and HKCMCPA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of HKCMCPA, would have caused them to make reference thereto in their report on financial statements for such years.Exhibits

On(d) October 31, 2011, the Company provided HKCMCPA with a copy of the foregoing disclosures it is making in response to Item 4.01 on this Form 8-K, and requested HKCMCPA to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of HKCMCPA response letter, dated November 1, 2011, is attached as Exhibit 16.1 to this Form 8-K.Exhibits

(b) On October 28, 2011, upon the approval of the board of directors of the Company, Dominic K. F. Chan & Co. (“Dominic”) was appointed as the independent registered public accounting firm for the Company.

Exhibit No.		Description
10.1		Stock Exchange Agreement, dated as of September 10, 2012, by and among Zili, Snow Hill, Titanium Group and Cancare Investment*

~~During~~* ~~the~~Filed years ended December 31, 2010 and 2009 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Dominic with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that Dominic concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.herewith

~~Item 9.01 Financial Statements and Exhibits~~2

~~(c) Exhibits~~SIGNATURES

~~16.1 Letter~~Pursuant ~~from~~to ~~HKCMCPA~~the ~~Company~~requirements of ~~Limited~~the ~~dated~~Securities ~~November~~Exchange 1Act of 1934, ~~2011~~the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	TITANIUM GROUP LIMITED


Date: November 14, 2012	By:	/s/ Huaming LAI
		Huaming Lai
		Chief Executive Officer and President (principal executive officer)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

November 1, 2011	TITANIUM GROUP LIMITED
	By:	/s/ LAN Ming Zheng
		Name:	LAN Ming Zheng
		Title:	Chief Financial Officer

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