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~~ March 1011, ~~2012~~ 2013

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~September 10, 2012,~~ ~~Zili~~March ~~Industrial Co Limited~~8, ~~a British Virgin Islands Company residing at Palm Grove House P.O. Box 438~~2013, ~~Road~~the ~~Twon,~~Board ~~Tortola, BVI~~of ~~(“Zili”),~~Directors ~~Snow~~of ~~Hill~~Titanium ~~Developments~~Group Limited, ~~a British Virgin Islands Company residing at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI~~ (~~“Snow~~the ~~Hill~~“Company”), ~~Titanium~~made ~~Group~~the ~~Ltd.,~~decision ato ~~British~~deregister ~~Virgin Islands~~the Company’s ~~residing~~common ~~at P.O. Box 957~~stock, ~~Offshore~~par ~~Incorporations~~value ~~Centre,~~$0.01 ~~Road~~per ~~Town,~~share ~~Tortola, BVI~~ (~~“Titanium” or~~ the “~~Company”), and~~Common ~~Cancare Investment limited., a Hong Kong incorporated company residing at Room 2101, 178 Huamao Century Square, Gloucester Road, Waichai (“Cancare Investment~~Stock”) ~~entered~~because ~~into~~the afinancial ~~Share~~and ~~Exchange~~other ~~Agreement, whereas Zili agrees~~ costs to ~~sell~~the ~~to Snow~~Company ~~Hill 20,000,000 restricted shares~~ of ~~the~~remaining ~~common~~a ~~stock, $0~~U.01S. ~~par~~public ~~value,~~company ~~representing~~far inoutweigh ~~aggregate~~the ofbenefits ~~20%~~to of the ~~total~~Company ~~issued~~ and ~~outstanding~~its ~~shares~~shareholders of ~~Titanium~~having ~~owned by Zili in Titanium (~~the ~~“Titanium~~Common Stock ~~Exchange~~registered. ~~Shares”)~~In inparticular, ~~exchange (~~the ~~“Exchange”) for~~difficulties ~~2,500,000~~faced ~~shares~~by ofsmaller ~~Cancare~~Chinese ~~Investment~~companies ~~representing~~ in ~~aggregate~~raising ~~20%~~capital ofin the ~~total~~United ~~issued~~States ~~and outstanding equity securities~~make ofit ~~Cancare~~impossible ~~Investment~~to ~~owned~~justify ~~by Snow Hill in Cancare Investment (~~the ~~“Cancare~~significant ~~Exchange~~expenses ~~Shares”),~~associated ~~a Hong Kong company unrelated to Titanium. Concurrent~~ with ~~the~~audit, ~~share exchange transaction~~legal, ~~Zili~~regulatory ~~transferred~~and ~~the~~related ~~remaining~~expenses. ~~17,700,000~~By ~~shares of common~~deregistering ~~stock~~its itCommon ~~held~~Stock, in the Company towill ~~Huabao~~be ~~Asia~~able ~~Limited~~to ~~(“Huabao”),~~focus ~~representing~~all ~~in aggregate 17.7%~~ of ~~the~~its ~~issued~~efforts ~~and~~on ~~outstanding shares~~continuing ofto ~~the~~grow ~~Company’s~~its ~~common~~core ~~stock~~business.

~~Prior to the transactions~~Accordingly, ~~Huabao~~the ~~held~~Company anhas ~~approximately~~filed ina ~~aggregate~~Form ~~52.63%~~15 ~~shares~~terminating of the ~~outstanding~~registration ~~common stock~~ of the Company.’s ~~The~~Common ~~transferred~~Stock ~~shares from~~under ~~Zili~~Section to12(g) ~~Huabao~~of ~~constitutes~~the ~~approximately~~Securities Exchange ~~17.7%~~Act of 1934 (the ~~issued~~“Exchange ~~and~~Act”). ~~outstanding~~The ~~shares~~Company ofis ~~the~~relying ~~Company’s~~on ~~common~~Rules ~~stock,~~12g-4(a)(1) ~~resulting in~~and ~~Huabao~~12h-3(b)(1)(i) ~~holding~~under ~~approximately~~the Exchange ~~70.33%~~Act, ofto ~~the~~terminate ~~Company's~~its ~~issued~~duty ~~and~~with ~~outstanding~~respect ~~shares~~to ofthe ~~common~~Common ~~stock~~Stock. ~~The~~Accordingly, ~~Transferred~~the ~~shares~~Section ~~from Zili~~12(g) toregistration ~~Snow~~will ~~Hill~~be ~~constitutes~~terminated 90 ~~approximately~~days ~~20%~~after of the ~~issued~~filing ~~and outstanding shares~~ of the ~~Company’s~~Form ~~common stock~~15, ~~resulting in~~at ~~Snow~~which ~~Hill~~time ~~holding approximately 20% of~~ the Company’s ~~issued~~will ~~and~~have ~~outstanding~~no ~~shares~~further ofreporting ~~common~~obligations ~~stock~~under ~~post~~ the ~~transaction~~Exchange Act.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

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

Exhibit No.		Description
	Titanium Group Limited
10.1		Stock Exchange Agreement, dated as of September 10, 2012, by and among Zili, Snow Hill, Titanium Group and Cancare Investment*
Date: March 11, 2013	By:	/s/ Huaming LAI
		Huaming LAI
		Chief Executive Officer and President
		(Principal Executive Officer)

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

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

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