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| | Business Summary: Titanium Group Limited and its subsidiaries focus on the development of biometric technology, and installation and implementation of facial based biometric identification and security projects for law enforcement, mass transportation, and other government and private sector customers. | | | Address
15/F, Kennedy Town Commercial Tower
23 Belchers Street, Kennedy Town
Hong Kong
Phone: 852-3427-3177
Website: http://www.titanium-tech.com
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Zhong Yi (Hong Kong) C.P.A. Co. Ltd.
Hong Kong
China
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Computershare Trust Co., Inc.
| Employees: 45
ShareHolders: 38 | Founded: 2001
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| | Titanium Group Limited and its subsidiaries focus on the development of biometric technology, and installation and implementation of facial based biometric identification and security projects for law enforcement, mass transportation, and other government and private sector customers. Its products include ProAccess FaceOK, which enables the users to sign-on to their computers through face recognition; ProAccess FaceGuard, a biometric physical access control system for physical access controls to areas, such as office premises, data centers, and server rooms; and ProAccess FaceAttend, which is face recognition- based time attendance recorder. The company also offers ProFacer iDVR, a digital video recorder with face image detection and capture for use at airports, banks, casinos, public buildings, subways, factories, and schools; ProFacer iWatchGuard that adds automatic full time face recognition, matching, and active warning alerts to any new or existing surveillance system; ProFacer iMugShot, a surveillance solution for law enforcement units; and ProFacer iDControl that utilizes facial recognition technology in the airline industry for national security. In addition, it provides professional and technical support services, including the design, development, and integration services of biometric identification and security solutions to customers using the products, as well as information security consulting, remote monitoring system consulting, security integration/development consulting, and security audit consulting services. Further, the company distributes various third party software products. Titanium Group markets its products through distributors in Hong Kong, the People's Republic of China, Macau, Japan, Europe, and the United States. The company was founded in 2001 and is based in Hong Kong. | | History: INCORPORATED in British Virgin Islands May 17, 2004; and on June 22, 2005, acquired all of the issued share capital of Titanium Technology Ltd. (incorporated in Hong Kong Feb. 14, 2001). The company issued 47,000,000 shares in the acquisition. | | | | Subsidiaries: |
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Titanium Technology (Shenzhen) Co., Ltd.
Titanium Technology Ltd.
| | | | Backlog |
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| Year | Currency | Amount |
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| 2006b1 | Hong Kong Dollars | 14,820(thousand) |
| | 2005b2 | Hong Kong Dollars | 7,800(thousand) |
| | 2004b3 | Hong Kong Dollars | 2,500(thousand) |
| | | | Capital Expenditures, thousand. Hong Kong Dollars |
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| Year | Amount | | 2006 | 2,875 |
| | | | | | Research and Development Expenditures, thousand. Hong Kong Dollars |
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| Year | Amount | | 2006 | 750 |
| | | | | | b1Reported as of Mar. 31. | | b2Reported as of Dec. 31. | | b3Reported as of Dec. 31. | |
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Management
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| Officers | Position |
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| Kit Chong Ng | Chairman & Chief Financial Officer | | Wai Hung Tang | Acting Chief Executive Officer |
| | Directors |
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| Kit Chong Ng | | Wai Hung Tang | | Siu Shan Wong | | | |
| | | | Capitalization as of 09/30/2008: | | | | | Authorized Shares | Outstanding Shares |
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| Common $0.01 par | 100,000,000 | 51,644,399 |
| | | | LONG TERM DEBT: Hong Kong Dollar 11,197,766. | | | | Common $0.01 par | | | |
Stockholders:
02/28/2008,
38.
| | PRINCIPAL STOCKHOLDERS: February 29, 2008, Golden Mass Technologies Ltd. (controlled by Johnny Ng) owned 73.7% of the Common. | | | |
Transfer Agent: Computershare Trust Co., Inc.
Golden
, CO | | | | OTC Bulletin Board( Primary): TTNUF | | | | Exchange | Year | High | Low |
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| OTC Bulletin Board | 2008 | 0.0900 | 0.0100 | | OTC Bulletin Board | 2007 | 0.5000 | 0.0800 | | OTC Bulletin Board | 2006 | 0.7500 | 0.3600 |
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| | | | DIVIDENDS: Common $0.01 par: None. | | | | | |
| | Annual Report |
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| | | Income Statement | |
| 2007 | 2007 | 2006 | 2005 |
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| REVENUE | US$ | HK$ | HK$ | | Projects |
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| | Products | $1,443,607 | $11,260,136 | $15,074,036 | | Services | 634,204 | 4,946,790 | 4,303,315 | | * | 2,077,811 | 16,206,926 | 19,377,351 | | Maintenance |
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| | Services | 65,248 | 508,937 | 288,620 | | Total revenue | 2,143,059 | 16,715,863 | 19,665,971 | | COST OF REVENUE |
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| | Projects |
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| | Cost of products sold | 890,756 | 6,947,894 | 10,145,559 | | Cost of services | 458,860 | 3,579,110 | 2,387,795 | | * | 1,349,616 | 10,527,004 | 12,533,354 | | Maintenance |
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| | Cost of services | 7,051 | 55,000 | 67,378 | | Total cost of sales | 1,356,667 | 10,582,004 | 12,600,732 | | GROSS PROFIT | 786,392 | 6,133,859 | 7,065,239 | | OPERATING EXPENSES: |
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| | Selling, general and administrative | 1,391,926 | 10,857,021 | 7,962,186 | | Research and development | - | - | 750,000 | | Stock-based compensation | 118,939 | 927,724 | 2,188,409 | | Total operating expenses | 1,510,865 | 11,784,745 | 10,900,595 | | (LOSS) INCOME FROM OPERATIONS | (724,473) | (5,650,886) | (3,835,356) | | OTHER INCOME (EXPENSE): |
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| | Government grant income | 3,085 | 24,066 | - | | Other income | - | - | - | | Interest income | 7,202 | 56,179 | 22,537 | | Interest expense | (91,952) | (717,223) | (77,000) | | Amortization cost on discount of convertible debenture | (47,300) | (368,940) | - | | Total other (expense) income | (128,965) | (1,005,918) | (54,463) | | See accompanying notes to consolidated financial statements. |
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| | * | US$ | HK$ | HK$ | | (LOSS) INCOME BEFORE INCOME TAXES AND MINORITY INTEREST | $(853,438) | $(6,656,804) | $(3,889,819) | | Income tax benefit (expense) | 47,501 | 370,507 | 493,666 | | (LOSS) INCOME BEFORE MINORITY INTEREST | (805,937) | (6,286,297) | (3,396,153) | | Minority interest | (3,408) | (26,583) | 67,159 | | NET (LOSS) INCOME | $(809,345) | $(6,312,880) | $(3,328,994) | | Net (loss) income per share |
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| | Basic and diluted | (0.02) | (0.13) | (0.07) | | Weighted average number of shares outstanding |
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| | Basic and diluted | 50,053,652 | 50,053,652 | 50,000,000 | | NET (LOSS) INCOME | (809,345) | (6,312,880) | (3,328,994) | | Other comprehensive (loss) income: |
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| | - Foreign currency translation (loss) gain | (892) | (6,960) | 10,130 | | COMPREHENSIVE (LOSS) INCOME | $(810,237) | $(6,319,840) | $(3,318,864) | | Operating Income As Calculated |
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| | Depr. and Amort. |
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| | Fixed Charges Coverage: |
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| | Available for Fixed Charges |
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| | Gross Fixed Charges |
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| | Fixed Charges Times Earnings |
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| | Fixed Charges Coverages and Preferred Dividends Times Earnings |
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| | Capital Expenditures |
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| | Research & Development Expenditures |
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| | | | Balance Sheet | |
| 2007 | 2007 | 2006 |
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| ASSETS | US$ | HK$ | HK$ | | Current assets: |
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| | Cash and cash equivalents | $149,786 | $1,168,331 | $1,164,528 | | Restricted cash | 51,282 | 400,000 | - | | Accounts receivable, net | 1,501,516 | 11,711,828 | 4,728,648 | | Inventories | 190,380 | 1,484,962 | 71,156 | | Deposits and other receivables | 50,277 | 392,159 | 342,347 | | Deferred tax assets | 87,633 | 683,534 | 300,401 | | Income tax recoverable | - | - | 118,442 | | Total current assets | 2,030,874 | 15,840,814 | 6,725,522 | | Plant and equipment |
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| | Cost | 976,567 | 7,617,219 | 3,941,296 | | Less: accumulated depreciation | (282,493) | (2,203,449) | (996,232) | | * | 694,074 | 5,413,770 | 2,945,064 | | Intangible assets, net | 476,692 | 3,718,194 | 2,642,055 | | TOTAL ASSETS | $3,201,640 | $24,972,778 | $12,312,641 | | LIABILITIES AND STOCKHOLDERS' EQUITY |
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| | Current liabilities: |
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| | Bank overdraft | $154,949 | $1,208,606 | $1,712,024 | | Short-term bank loan | 3,378 | 26,347 | - | | Accounts payable and accrued liabilities | 1,210,050 | 9,438,388 | 3,302,651 | | Deferred revenue | 9,855 | 76,867 | 291,084 | | Income tax payable | 1,619 | 12,626 | - | | Total current liabilities | 1,379,851 | 10,762,834 | 5,305,759 | | Long-term liabilities: |
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| | Debenture payable | 1,306,882 | 10,193,679 | - | | Warrants liability | 190,418 | 1,485,261 | - | | Total long-term liabilities | 1,497,300 | 11,678,940 | - | | Total liabilities | 2,877,151 | 22,441,774 | 5,305,759 | | Minority interest in net loss of consolidated subsidiaries | 9,690 | 75,583 | (67,159) | | Stockholders' equity: |
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| | Common stock, US$0.01 (HK$0.078) par value, 100,000,000 shares authorized, |
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| | 50,912,677 and 50,000,000 shares issued and outstanding | 509,127 | 3,971,189 | 3,900,000 | | Additional paid-in capital | 808,364 | 6,305,237 | 4,675,206 | | Accumulated deficit | (1,002,524) | (7,819,691) | (1,506,811) | | Accumulated other comprehensive (loss) income | (168) | (1,314) | 5,646 | | Total stockholders' equity | 314,799 | 2,455,421 | 7,074,041 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $3,201,640 | $24,972,778 | $12,312,641 | | Net Working Capital |
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| | Equity per Share |
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| | Depr. and Amort. Reserve |
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| | Preferred Shares Issued |
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| | Common Shares Issued |
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| | Treasury Shares - Preferred |
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| | Treasury Shares - Common |
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| | Interim Report
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| | | Data Not Available | | | | | | | | | |
| | Pro Forma Report
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| | | Data Not Available | | | | | | | | | |
| | Quarterly Report Information
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| | | Quarterly Revenue, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | 500,000 | | 2008 |
2 | 360,000 | | 2008 |
3 | 360,000 | | 2007 |
3 | 430,000 | | 2007 |
4 | 1,000,000 | | 2007 |
Full Year
| 2,140,000 | | 2006 |
Full Year
| 2,520,000 | | 2005 |
Full Year
| 13,300,000 |
| | | | | | Quarterly Net Income, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | (200,000) | | 2008 |
2 | (170,000) | | 2008 |
3 | 10,000 | | 2007 |
3 | (290,000) | | 2007 |
4 | (130,000) | | 2007 |
Full Year
| (810,000) | | 2006 |
Full Year
| (3,329,000) | | 2005 |
Full Year
| 795,000 | | 2004 |
Full Year
| 260,000 | | 2003 |
Full Year
| 10,000 |
| | | | | | Quarterly EPS, US$ |
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| Year | Quarter | Revenue | | 2008 |
1 | Nil | | 2008 |
2 | Nil | | 2008 |
3 | Nil | | 2007 |
3 | (.01) | | 2007 |
4 | Nil | | 2007 |
Full Year
| (.02) | | 2006 |
Full Year
| (.01) | | 2005 |
Full Year
| .02 |
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