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      October 11, 2005

Mail Stop 4561

Jason Ma
Chief Executive Officer
Titanium Group Limited
4/F, BOCG Insurance Tower
134-136 Des Voeux Road Central
Hong Kong

      Re:	Titanium Group Limited
      Registration Statement on Form S-1
      Filed September 14, 2005
		File No. 333-128302

Dear Mr. Ma:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that you are a British Virgin Islands company with
operations in the People`s Republic of China.  Please tell us
whether
the recent publication of Circulars 11 and 29 by the State
Administration of Foreign Exchange, or SAFE, applies to the
company
and what effects, if any, such regulations could have on your
business or the holdings of investors.

2. Throughout the filing you have included statements regarding
your
competitive position, the quality of your products and the
innovation
of your technology that do not appear to be supported by
information
in the filing.  The list below includes several examples of such
statements but is not comprehensive.  With your next amendment,
please provide supplemental information supporting each such
statement and revise your filing to provide the factual basis for
these statements, or revise as necessary.

* "To date, Ti-Face SDK is widely-adopted as the development
platform
for governments, universities and institutions," page 11
* "Although different biometrics... may be widely employed in
similar
applications, face recognition is the best among the existing
alternatives," page 13
* "...users have less concern on privacy issues with regard to
facial
pictures and the market acceptance is much higher," page 13
* "From coast to coast and around the world, ProAccess FaceAttend
is
easing concerns and boosting security by ensuring that the people
on-
site actually belong there," page 14
* "...the Southern part of China has become arguably the largest
network of factories," page 14
* "Existing clients ... are satisfied with this highly accurate,
prompt response, time cost effective surveillance system," page 16
* "It is believed that police forces will be interested in this
advanced application," page 16
* "We are a close partner with IBM offering security service to
its
customers," page 16
* "We are responsible for business systems critical to the running
of
some of the world`s leading commercial and public sector
organizations, as well as large-scale technical systems designed
to
operate to the highest levels of reliability in demanding
conditions," page 16
* "Many potential buyers have been put off by the compromises and
workarounds demanded by what is available in the market, and they
are
waiting for a better alternative to arrive," page 18.

3. As a follow-up to the comment above, while we note that you
have
included several opinions of the company, such as the ones listed
below, we would expect to see supplemental support for these
statements, as well.

*  "Based on these breakthrough abilities, management believes
that
the company is now a leader in this technology, worldwide," page 9
* "...enable our customers to cost-effectively achieve what we
believe to be industry-leading accuracy rates and performance,"
page
11
* "...we believe we are a leading provider of Automatic Face
Recognition Systems, or AFRS, and other biometric and security
solutions to governments, law enforcement agencies, gaming
companies,
and other organizations worldwide," page 11
* "We believe we are one of the leading digital security services
providers ...," page 16
* "We project that by the end of this year, the number of major
customers will grow to close to 20 from a variety of industries,"
page 17.

Prospectus Summary, page 3
4. Please include the telephone number of the company, as required
by
Item 503(b) of Regulation S-K.

5. Please expand this section to provide more information about
the
structure of your company, including when it was formed, when your
operations began and why your company is incorporated in the
British
Virgin Islands while your operations are conducted in China.
Additionally, expand the discussion of your relationship with
Tsinghua University and the Chinese Academy of Science to better
explain how such relationship affects your business.

Risk Factors, page 4
6. Please ensure that all of the risk factor subheadings clearly
indicate the risk posed to investors.  For example, the subheading
"We face competition from existing and potential competitors" does
not clearly describe what the risk of competition is to your
business
or investors.  Is the risk that you could lose potential revenues
or
customers?  Please revise here and throughout this section as
appropriate.  Additionally, where applicable, revise throughout
this
section to clarify how each risk relates to the company itself, as
opposed to being a risk to all companies generally.  For example,
we
note that your risk factor entitled, "Unless we keep pace with
changing technologies, we could lose customers and fail to win new
customers," does not appear to discuss any specific risk to the
company  but rather relates to a risk faced by most companies.
Please revise to provide more specific information about the risk
to
your company here and throughout this section as appropriate.

7. Please revise to include a separate risk factor describing any
material foreign currency or exchange rate risks associated with
doing business in several different countries.  Additionally, if
you
are subject to any material foreign exchange regulations as a
result
of doing business in the PRC, you should include a separate risk
factor describing those risks and their affects on your company,
as
well.

8. We note from your MD&A and Business sections that you rely on a
sole distributor in Japan and other distributors throughout
different
regions of the world.  Please revise this section to provide
disclosure regarding any material risks associated with your
dependence on these distributors.  For example if you lost your
Japanese distributor would such loss have a material impact on
revenues?  Revise or advise as appropriate.

"Our success and ability to compete depends upon our ability to
secure ..." page 4
9. Your disclosure under "Intellectual Property-Patents," on page
17,
indicates that you have only one patent that appears to have been
issued in Hong Kong.  Please expand both the text of this risk
factor
and the discussion on page 17 to address whether and why
Titanium`s
management deems a patent in Hong Kong sufficient protection of
its
technology.  In this regard, we note that while Titanium`s offices
are in Hong Kong, it intends to market its products world-wide.
Please revise or advise.

"The loss of our officers and directors or our failure to attract
..." page 4

10. We note that while the subheading of this risk factor
indicates
that the loss of officers and directors could adversely affect
your
business, the text of the risk factor indicates that this "would
have
a material adverse affect" on you.  Please revise the subheading
to
conform to the text of the risk factor and indicate that such loss
would have a material affect on the company.  Additionally, we
note
your statement that you strongly believe that the stability of the
core team will be maintained for a long period of time.  Please
revise to provide a thorough discussion regarding the basis for
this
belief.

"We derive a significant portion of our revenues from a few
customers, ..." page 5

11. Please revise the text of this risk factor to identify the
eight
customers responsible for 75% of last year`s revenues and revise
the
subheading to quantify the "significant portion" of revenues to
which
you refer.  Similarly, revise the subheading of your risk factor
entitled, "A limited number of stockholders will collectively
continue to own a majority of our common stock ..." to quantify
the
"majority" of common stock that will continue to be held by your
officers and directors.

"There is a lack of a public market for our common shares ..."
page 6

12. Revise to disclose whether you have applied for listing on the
OTCBB or any other market, and whether you have any plans to do
so.
Additionally, please advise of the need for any blue sky
registration.

"Outstanding common stock purchase warrants may negatively impact
..." page 6
13. You indicate in the text of this risk factor that so long as
the
warrants remain outstanding, the terms under which you may be able
to
obtain additional capital financing may be adversely affected.
Please revise to explain why such terms may be adversely affected.

 "Since neither none of our officers and directors is a United
States
resident..." page 6

14. Please expand this risk factor to address all of the risks
associated with your officers and directors residing in Hong Kong
and, if necessary, break this risk factor up into separate risk
factors in order to adequately describe all of the related risks.
For example, expand your discussion of service of process and
describe other issues such as enforceability of U.S. judgments and
the duties of officers and directors.  In this regard, we note
from
page 28 that under BVI law, liability of a corporate director to
the
corporation is primarily limited to cases of willful malfeasance
in
the performance of his duties or to cases where the director has
not
acted honestly and in good faith and with a view to the best
interests of the company.

"We are a British Virgin Islands company..." page 7

15. We note that this risk factor addresses several distinct risks
posed by being a BVI company, such as the fact that BVI common law
is
limited as compared with similar U.S. law, the BVI has a less
developed body of securities laws as compared with the U.S., BVI
companies may not have standing to initiate shareholder derivative
actions in the U.S., the BVI courts are unlikely to recognize or
enforce judgments of the U.S. courts against the company, and
there
is no statutory recognition in the BVI of judgments obtained in
the
U.S.  Please revise to address each of these risks as separate
risk
factors and ensure that you thoroughly discuss each risk and its
potential affects on investors.

Determination of Offering Price

16. Please revise your filing to provide all of the information
required by Item 504 of Regulation S-K regarding the manner in
which
you determined your offering price.  Ensure that this discussion
addresses the fact that you have outstanding warrants with an
exercise price of $.50/share and explains why you chose a
different
price for your public offering.

Supplementary Financial Information

17. Revise the filing to include quarterly financial data pursuant
to
Item 302 of Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 8

18. Please comprehensively revise this section to provide all
information required by Item 303 of Regulation S-K, including the
related instructions.  See also SEC Release 33-8350.  In this
regard,
we would expect to see more information regarding your operating
history and how your business has changed over the past three
years.
For example, it is not clear what "projects revenues" are or how
they
have affected your company in the past or will affect it in the
future.  Additionally, your current disclosure does not clearly
discuss how you generate revenues.  In this regard, we note from
your
financial statements that you mainly recognize revenue through the
licensing of your software, but note from your business section
that
you appear to also perform consulting and distribution services.
Revise to clearly disclose the lines of business in which you are
involved and how they affect your results of operations.  We would
also expect to see more comprehensive line-item discussions
regarding
material changes between periods, including quantified information
regarding the reasons for such changes.  Furthermore, you should
better explain your relationship with third parties, such as your
distributors and the Chinese Academy of Science and how such
relationships have or will affect your results of operations.
Finally, ensure that your revised document includes a discussion
of
any material pricing pressures and whether changes in revenues
between periods have been the result of a change in pricing or
volume.  In this regard, we note the risk factor on page 5 that
indicates that you may be forced to offer lower prices to compete.
All of these issues should be addressed in your next amendment.

19. As a follow-up to the comment above, we note your discussions
on
pages FF-11 and FF-12 regarding the company`s grant and subsidy
income.  Your MD&A, including your liquidity discussion, should be
revised to include similar disclosure, as the grant and subsidy
income you have received appears to have provided cash for your
operations that will not continue indefinitely, and as it appears
that you will be required to pay the Hong Kong government a 5%
royalty on all gross revenue earned from any activities in
connection
with grant-funded projects.
20. We note the statistics you cite on page nine and the
corresponding footnote you have provided.  Please revise to remove
the footnote and provide the supporting information with the text
of
the statistics.  Additionally, please supplementally provide the
article to which you refer and tell us whether it is publicly
available for free or for a nominal amount.
21. We note that the filing does not contain a discussion of the
company`s critical accounting policies.  Revise the filing to
include
a discussion of your critical accounting policies.  See SEC
Release
No. 33-8040 and FR-60 for guidance.
22. Currently, your discussion of MD&A and liquidity and capital
resources are in US$ while your audited financial statements are
in
HK$.  Revise the filing to present all discussions in the
reporting
currency of the Company`s audited financial statements (i.e.,
HK$).
23. Revise the filing to include the five-year history of exchange
rates setting forth rates at period end, average, highs and lows
in
accordance with Rule 3-20(b) of Regulation S-X.

Results of Operations, page 9
24. We note your disclosure regarding the fact that the sales of
ProAccess FaceOK in 2004 "marked the point where the company no
longer relied solely upon project-based or consultancy income."
As a
follow-up to the first MD&A comment above, please revise this
section
and MD&A generally to better explain what your project-based and
consultancy income is and how it relates to your operations and
the
production of your biometrics software.

25. We note from your disclosure on page 10 that you commenced "a
few
large projects outside of Hong Kong."  As a follow-up to the first
MD&A comment above, please revise to better explain what these
projects are and how they have or will affect your results of
operations.

26. As a follow-up to the first MD&A comment above, we note that
you
attribute changes in certain consolidated financial statement line
items to more than one factor and that certai