UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~December~~January 124, ~~2015~~2016

Titanium Healthcare, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Commission File Number: 000-53803

Nevada		27-0984261
(State of incorporation)		(IRS Employer ID Number)

11701 Bee Cave Road, Suite 124, Austin, Texas 78738

(Address of principal executive offices)

(469) 606-4521

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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~~¨ ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a -12)

~~The~~¨ ~~information~~Pre-commencement ~~contained~~communications inpursuant ~~Item~~to Rule 14d-2~~.01~~(b) isunder ~~incorporated~~the ~~herein~~Exchange byAct ~~reference~~(17 CFR 240.14d -2(b))

~~Item~~¨ ~~2.01~~Pre-commencement ~~Completion~~communications ofpursuant ~~Acquisition~~to orRule ~~Disposition~~13e-4(c) ofunder ~~Assets~~the Exchange Act (17 CFR 240.13e -4(c))

OnItem ~~December 1, 2015, Titanium Healthcare, Inc~~5.02 ~~(the~~Departure ~~"Company") closed the purchase~~ of aDirectors ~~70%~~or ~~membership~~Certain ~~interest~~Officers; inElection ~~Dermatopathology Institute~~ of ~~New~~Directors; ~~Jersey,~~Appointment ~~LLC ("DPI"), a New Jersey limited liability company, pursuant to a Membership Interest Purchase Agreement (the "Membership Interest Purchase Agreement") with the sole equity holder~~ of ~~DPI,~~Certain ~~Dr.~~Officers; ~~Samar~~Compensatory ~~Shami.~~Arrangements ~~Pursuant to the terms~~ of ~~the~~Certain Membership Interest Purchase Agreement, we acquired 70% of the issued and outstanding membership interests of DPI in exchange for adding urine drug toxicology operations to the facility and guaranteeing certain bank debt obligations of DPIOfficers. As a result of the Membership Interest Purchase Agreement, DPI is now a majority-owned subsidiary of the Company. As of December 1, 2015 the unpaid bank debt obligation was approximately $136,000 which bears interest at 4.750% and is collateralized by all assets of DPI. The bank debt obligation requires monthly principal and interest payments of $12,324 until such time as the bank debt obligation is paid in full, which is anticipated to occur September 30, 2016.

~~The~~Appointment ~~Membership Interest Purchase Agreement provides for customary representations and warranties from the seller with respect to DPI and provides for indemnification obligations from each~~ of ~~the~~Barry ~~seller~~Hutt ~~and~~as ~~buyer~~Chief ~~with~~Executive ~~respect~~Officer ~~to breaches~~ of ~~representations and warranties and non-fulfillment of covenants~~Elluminance, ~~up to a maximum of $25,000 by the seller.~~LLC

InEffective ~~addition~~January to24, 2016, the ~~Membership~~board ~~Interest~~of ~~Purchase~~directors ~~Agreement,~~appointed ~~DPI~~Barry ~~and~~Hutt ~~Dr.~~as ~~Shami~~Chief ~~entered~~Executive ~~into~~Officer aof ~~Member~~subsidiary ~~Services~~Elluminance, ~~Agreement~~LLC (~~the~~ "~~Member Services Agreement~~Elluminance"),. ~~which~~Mr. ~~(a)~~Hutt ~~provides~~most ~~for~~recently ~~the~~served ~~issuance~~as ofPrincipal ~~250~~Solution Specialist,~~000~~ ~~shares~~Business ofDevelopmentfor ~~common~~National ~~stock~~Instruments offrom ~~the~~2012, ~~Company~~where tohe ~~Dr.~~drove ~~Shami,~~product and ~~(b)~~services arevenues ~~three~~for ~~year~~companies ~~compensation~~ranging ~~agreement~~from ~~for~~start-ups Drto Fortune 500 companies. ~~Shami~~Prior to ~~serve~~that asMr. Hutt was the ~~director~~Founder, President and Chief Executive Officer of ~~the~~Performance ~~laboratory~~Tuning, ~~and~~Virtual asInsight afrom ~~dermatopathologist~~2009 ~~receiving~~through ~~hourly~~2011, ~~compensation~~where he led software services focused on enterprise virtualization and ~~incentive~~software ~~compensation~~services. upFrom 2004 to ~~$60~~2008,~~000~~ inMr. ~~the~~Hutt ~~event~~was ~~DPI's~~Senior ~~calendar~~Director ~~2016~~Storage ~~actual~~Product ~~EBITDA~~Marketing ~~("EBITDA"~~at ~~meaning~~Solectron/Flextronics/Sanmina-SCI ~~earnings~~where ~~before~~he ~~interest,~~drove ~~taxes~~strategy, ~~depreciation~~product marketing and ~~amortization)~~program ~~are~~management ~~equal~~for toinformation orservers ~~exceed~~and ~~$1,000,000~~storage. ~~DPI~~Mr. isHutt ~~also~~received ~~obligated~~a toBachelor ~~provide~~of ~~occurrence-based~~Applied ~~medical~~Science ~~malpractice~~in ~~coverage~~Computer ~~under~~Science from the ~~terms~~State University of ~~the~~New ~~Member~~York ~~Services~~at ~~Agreement~~New Paltz in 1987.

~~Additionally,~~Appointment ~~DPI is a party to a commercial real estate lease agreement for the premises occupied by the laboratory in Red Bank, New Jersey. The term~~ of ~~this~~Darren ~~lease~~Schmidt ~~agreement~~as ~~runs~~Chief ~~through~~Technology ~~March~~Officer ~~31, 2018 and Dr. Shami is a member~~ of ~~the entity which is the landlord under the lease. Under the terms of this lease agreement~~Elluminance, DPI is obligated to pay base rent to the landlord and costs associated with the taxes, maintenance, preservation, care, repair, operation and insurance of the laboratory premises are passed through to DPI and payable to the landlord as additional rent.LLC

~~Future~~Effective ~~minimum~~January ~~base~~24, ~~rent~~2016, ~~payments~~the ~~under~~board of directors appointed Darren Schmidt as Chief Technology Officer of Elluminance. Mr. Schmidt most recently served as Senior Real-time HPC Engineer, Scientific Research/Big Physics for National Instruments from 2013, where he designed Field Programmable Gate Array ("FPGA") or FPGA-based numerical simulator and made other significant advances in real-time computing. From 2003-2013 Mr. Schmidt served as Senior Software Engineer, for LabVIEW R&D, at National Instruments. In this ~~lease~~capacity ~~agreement~~Mr. ~~are~~Schmidt ~~expected~~designed toand ~~be:~~implemented LabVIEW's first co-processor toolkit and prototyped high-performance real-time control for targeted domains, such as Fusion and Quantum Simulation. Mr. Schmidt received a double Bachelor of Science in Pure Mathematics and Computer Science from University of Iowa in 1990.

Year	$ Monthly		$ Total
2015	$	9,101	$	109,213
2016		9,374		112,489
2017		9,655		115,864
2018		9,945		29,835
			$	367,401

Employment Agreements for Mr. Hutt and Mr. Schmidt

~~Upon~~Effective ~~closing~~January 24, we2016, ~~began~~Elluminance ~~immediately~~entered ~~internally~~into ~~processing~~employment ~~urine~~agreements ~~drug~~with ~~toxicology~~Mr. ~~laboratory~~Barry ~~samples~~Hutt and ~~generating~~Mr. ~~revenues~~Darren Schmidt (the "Employment Agreements"). The term of each Employment Agreement is generally for three years and the ~~DPI~~respective ~~operations~~agreements provide for annual base salaries of $200,000, which can be adjusted if Elluminance successfully raises $9,750,000. ~~For~~The Employment Agreements, among other benefits, also provide for reimbursement of expenses incurred in the ~~period~~performance ~~between~~of ~~April~~the ~~2014~~executive's duties, and ~~closing~~participation in employee benefit programs and benefit plans offered to other comparable officers. In addition to the base salary, ~~operations~~each atexecutive ~~DPI~~officer ~~were~~may ~~suspended~~be entitled to incentive compensation based on the financial performance of Elluminance if and itwhen ~~generated~~an noincentive ~~revenues~~compensation program is established and approved by Elluminance. Titanium Healthcare, Inc.'s wholly-owned subsidiary Titanium Defense & Intelligence, LLC owns 51% of Elluminance.

All assets and liabilities are expected to be recorded at their estimated fair values on the acquisition date, deriving the estimated fair values from assumptions unrelated market participants would use based on both observable and unobservable marketplace factors. Tangible assets acquired will be valued at their estimated fair values over their estimated useful economic lives. We estimate the average useful lives of tangible assets to be three to seven years and will depreciate or amortize the assets on a straight-line basis as it approximates the pattern of consumption.2

~~Intangible~~The ~~assets~~Employment ~~acquired,~~Agreements ifeach ~~any~~contain ~~are~~a ~~acquired~~non-solicitation ~~will~~agreement bewhich ~~valued~~would atprohibit ~~their~~the ~~estimated~~executive ~~fair~~from ~~values~~soliciting ~~using~~certain ~~discounted~~customers ~~cash~~or ~~flows~~employees Elluminance and/ members of Elluminance following termination for cause or ~~replacement~~termination ~~cost~~without ~~(laboratory~~good ~~regulatory~~reason ~~permits~~and provides for standard confidentiality and ~~licenses)~~trade ~~models~~secret protections. WeIn ~~estimate~~addition to the ~~average~~death ~~useful~~or ~~life~~disability of the executive, the employment agreement may be terminated by Elluminance for "cause", which includes the ~~laboratory~~uncured ~~permits~~breach ~~and~~of ~~licenses~~the employment agreement by the executive, fraud, misappropriation or embezzlement of funds or property of Elluminance, conviction of a felony or violation of any statutory or common law duty owed to beElluminance. ~~two~~The ~~years~~executive may also terminate for "good reason" which includes, ~~expected~~among other events, a material reduction in authority, responsibilities or title, relocation greater than 50 miles from Austin, Texas, a request to perform any illegal act, a reduction in base salary, or a material breach of the agreement by Elluminance. In the event Elluminance terminates the employment agreement without "cause" or the executive terminates for "good reason" the executive would be ~~amortized~~entitled to the base salary then in effect through the remainder of the term of the employment agreement plus incentive compensation projected forward on an annualized basis. The executive would also be entitled to such amounts if such a ~~straight~~termination ~~line~~occurred ~~basis~~within one year of a change of control of Elluminance. If the employment agreement is terminated for "cause" or without "good reason", the executive will generally only be entitled to accrued but unpaid compensation.

2A copy of the form of Employment Agreement between Elluminance and the officers of Elluminance is attached hereto as Exhibit 10.1 and incorporated herein by reference. Each Employment Agreement is identical other than with respect to the executive's identity and position. The foregoing description of the Employment Agreements is a summary only and is qualified by reference to the copy of the form Employment Agreement attached as Exhibit 10.1.

~~SIGNATURES~~Item 7.01. Regulation FD Disclosure.

~~Pursuant~~On toJanuary 29, ~~the~~2016, ~~requirements~~Elluminance ofissued ~~the~~a ~~Securities~~press ~~Exchange~~release ~~Act~~providing ofan ~~1934,~~update ~~the~~on ~~registrant~~certain ~~has~~business ~~duly~~development ~~caused~~initiatives. ~~this~~A ~~report~~copy toof bepress ~~signed~~release onis ~~its~~attached ~~behalf~~as byExhibit ~~the~~10.2 ~~undersigned~~and ~~hereunto~~is ~~duly~~incorporated ~~authorized~~herein by reference.

	TITANIUM HEALTHCARE, INC.
Dated: December 7, 2015	By:	/s/ Chuck Talley
		Chuck Talley
		Chief Financial Officer

The information in this report, being furnished pursuant to Items 5.02, 7.01 and 9.01 of Form 8-K, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

3 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Elluminance, LLC Executive Employment Agreement Form*+

10.2		Elluminance Press Release

__________

*Filed herewith.

+Management contract compensatory plan

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 hereunto duly authorized.

	TITANIUM HEALTHCARE, INC.

Dated: January 29, 2016	By:	/s/ Chuck Talley
		Chuck Talley
		Chief Financial Officer

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