| Note 1 - Basis of Presentation and Plan of Operations | With
respect to this report, the terms "we", "us", "our", "Titanium", "Titanium Healthcare"
and the "Company" refer to Titanium Healthcare, Inc. Background We
were organized on September 9, 2009, as a Nevada corporation to effect the reincorporation of Senior Management Services of Gainesville,
Inc., a Texas corporation ("Senior Management Services"), mandated by the plan of reorganization for Senior Management
Services as confirmed by the U. S. Bankruptcy Court for the Northern District of Texas, Dallas Division, on August 1, 2007. The
emergence from Chapter 11 of Title 11 of the United States Code on August 1, 2007, created the combination of a change in majority
ownership and voting control - that is, loss of control by the then-existing shareholders, a court-approved reorganization, and
a reliable measure of the entity's fair value - resulting in a fresh start, creating, in substance, a new reporting entity. Accordingly,
our company, post-bankruptcy, had no significant assets, liabilities or operating activities. As a result, we were considered
a shell company as defined in Rule 405 under the Securities Act of 1933, (Securities Act), and Rule 12b-2 under the Securities
Exchange Act of 1934, (Exchange Act). On
December 19, 2013 and January 29, 2014, Titan Partners, LLC entered into a stock purchase agreement with two shareholders for
the acquisition of 9,500,000 shares or 96%, and 392,956 shares or 2.92%, respectively, for a total of 9,892,956 shares, or 98.92%
of our then issued and outstanding common stock. After the completion of a forward stock split on July 10, 2014, Titan Partners,
LLC owned 132,501,306 shares of our common stock. As of November 13, 2015, Titan Partners, LLC owned 53,570,589 shares of our
common stock. On
September 30, 2014, we closed a transaction, pursuant to which we acquired 100% of the equity securities of Preferred Rx, LLC
("Preferred Rx") in exchange for cash and contingent consideration. The equity purchase was accounted for as a business
combination, wherein we are considered the acquirer for accounting and financial reporting purposes. Upon consummation of the
share purchase, Preferred Rx became our 100% wholly-owned subsidiary. Preferred Rx is deemed our predecessor for accounting purposes
and may be referred to herein as the "Predecessor Company". As
a result of this acquisition, we became an active business operating through our subsidiary, the Predecessor Company. We do not
consider our operations to be seasonal to any material degree. The Predecessor Company has historically been a closed door pharmaceutical
company with 39 state pharmacy licenses focused on providing pharmacy services to medical facilities and patients of such facilities,
particularly with respect to coordinating the delivery of prescriptions to nursing homes and long-term care facilities. We expanded
the capabilities of the pharmacy to include filling compounded prescriptions and delivery services, received Pharmacy Compounding
Accreditation Board accreditation approval by Accreditation Commission for Healthcare for the services of non-sterile compound
of patient specific prescriptions, were accepted into the Professional Compounding Centers of America's PersonalMed network, and
received approval for and the addition of seven state pharmacy licenses, giving us 47 state pharmacy licenses. On
October 6, 2014, we filed an amendment to our Articles of Incorporation with the Nevada Secretary of State to change our name
to Titanium Healthcare, Inc. In addition, we changed our ticker symbol to "TIHC". We have discontinued using the name
SMSA Gainesville Acquisition Corp. In
the upcoming months we expect to file another amendment to our Articles of Incorporation with the Nevada Secretary of State to
change our name and our ticker symbol to be reflective of our updated plan of operations. At that time we expect to continue using
the name Titanium Healthcare as a trade name for our healthcare segment. Plans
of Operations-Through Fall 2015 Until
recently, our business plan has focused on becoming a diversified healthcare ancillaries and life sciences company. The focus
of this plan has been on prevention of prescription drug fraud, waste, and abuse through an offering of business and educational
resources to combat the problem. In addition, our plan has been to focus on personalized medicine through innovation and responsible
delivery to improve patient outcomes. We
believe that each of our current business operations play a substantial role in the prevention of prescription drug fraud, waste,
and, abuse. Our compounding pharmacy offers alternatives to oral medicines; the urine drug toxicology laboratory is tantamount
to monitoring the use of oral pain medicines and thus offering more control to prescribing physicians, and pharmacogenomic reporting
allowing physicians more decision making tools in prescribing the proper medicines and dosages to their patients. We
acquired Preferred Rx, LLC ("Preferred Rx"), located in Arlington, Texas, on September 30, 2014, where we fill individual
patient prescriptions. We expect to acquire 70% of the outstanding equity of Dermatopathology Institute of New Jersey, LLC ("DPI")
located in Red Bank, New Jersey in the fourth quarter of 2015 where we will perform urine drug toxicology laboratory services.
We plan to acquire, develop, and operate additional pharmacies, laboratories and chronic care centers in various states across
the United States. We
will continue to look for ways to expand our "prevention platform" by including other services and products that play
a role in the prevention of prescription drug waste. Our business plan also includes building a network of physicians, other providers,
and distributors that can collaborate in the delivery of quality healthcare. In the future, we anticipate entering additional
business lines of healthcare related services such as dermatopathology/histopathology laboratories, nutraceuticals, cosmeceuticals,
pathology laboratories, risk factor testing, surgical hardware, biologics, and other lines devoted to the improvement of patient
care. Plans
of Operations-New Segments Late 2015-2016 In
the fall of 2015 we started the process of supplementing our healthcare business plan by entering into joint venture agreements
with strategic partners in the science and technology industries. These joint ventures are intended to take advantage of our platform
as a timely-filed public entity and expand our Company into new industries, such a s As
a result of this new direction, we intend to seek up to $250 million of new capital to acquire infrastructure such as labs, a
supercomputing center, a new headquarters, intellectual property, other strategic assets and to hire talented personnel and launch
FDA studies on our existing compounded prescription medication. On
September 11, 2015, we entered into a binding letter of intent with ODIN Industries, LLC ("ODIN"). Pursuant to this
letter of intent, on October 1, 2015, we and ODIN have formed a new limited liability company, ODIN Applied Research Laboratories
("OARL"), to conduct a joint venture between the companies. If the transactions contemplated by the letter of intent
are consummated, the joint venture will perform research and development, technology assessment and product pipeline development
utilizing ODIN's patented molecular scientific process enabling reformulation of compounds, including, but not limited to the
compounded pharmaceutical medications currently produced by our pharmacy and potential non-pharmaceutical applications. The closing
of the transactions contemplated by the letter of intent are conditioned upon a number of conditions, including the satisfactory
completion of due diligence investigations by the parties, the parties successfully raising at least $175 million of capital which
would be used for operating purposes of the joint venture, completion and execution of the joint venture organizational documentation,
the execution of a definitive exclusive license agreement relating to ODIN's patented molecular scientific process, and entering
into employment agreements with certain ODIN personnel. In addition to the joint venture, at closing ODIN would receive approximately
10 million shares of our common stock and we would receive a 5% ownership interest in ODIN. We can terminate the letter of intent
for any reason upon written notice to ODIN. We intend to close the transactions addressed in this letter of intent by March 15, 2016 and either party can terminate the agreement if funding has not occurred by that time. Each of the parties to the letter
of intent is responsible for their own costs and expenses. On
October 14, 2015, we entered into another binding letter of intent with LBData, LLC ("LBData"). Pursuant to this letter
of intent, on September 29, 2015, we and LBData have formed a new limited liability company, Elluminance, to conduct a joint venture
between the companies. If the transactions contemplated by the letter of intent are consummated, the joint venture will capitalize
on the group's expertise and applications in using sensors and supercomputing information technologies to modernize the electrical
grid, improve oil and gas exploration, and also improve the transportation industry. The closing of the transactions contemplated
by this letter of intent are conditioned upon a number of conditions, including the satisfactory completion of due diligence investigations
by the parties, the parties successfully raising at least $10 million of capital which would be used for operating purposes of
the joint venture, completion and execution of the joint venture organizational documentation, and entering into employment agreements
with certain LBData personnel. We are required to fund $250,000 as soon as practical as the new joint venture's initial capital
contribution, or in the event of termination, the owners of LBData will repay us $250,000 plus interest. LBData will contribute
its rights to certain developed business processes, intellectual property, customer contracts and customer contacts to the joint
venture. In addition to the joint venture, at closing we would issue approximately 5 million shares of our common stock to LBData.
We can terminate the letter of intent for any reason upon written notice to LBData. We intend to close the transactions addressed
in this letter of intent by March 15, 2016 and either party can terminate the agreement if funding has not occurred by that time.
Each of the parties to the letter of intent is responsible for their own costs and expenses. We
are continuing to evaluate potential additional opportunities to expand our business base, through the potential use of joint
ventures or otherwise, which may include expansion into as yet unidentified industries or areas of operations. There can be no
assurances, however, that we will be able to successfully implement the two joint ventures discussed above or any future business
opportunities. Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and with the instructions to Form 10 Q and Article 8-03 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles
in the United States of America ("US GAAP") for complete financial statements. In our opinion, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have been included. The
preparation of our unaudited condensed consolidated financial statements requires the use of estimates that affect the reported
value of assets, liabilities, and expenses. These estimates are based on historical experience and various other factors we believe
to be reasonable under the circumstances, the results of which form the basis for our conclusions. We continually evaluate the
information used to make these estimates as the business and economic environment changes, including evaluation of events subsequent
to the end of the quarter through the financial statements issuance date. Actual results may differ from these estimates under
different assumptions or conditions. Such differences could have a material impact on our future financial position, results of
operations, and cash flows. The
balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all
of the information and footnotes required by generally accepted accounting principles for complete financial statements. These
interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and
the notes thereto included in our 2014 Annual Report on Form 10-K and Form 10-K/A filed with the SEC on March 30, 2015 and April
27, 2015, respectively. Recent
Accounting Pronouncements In
July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11,
"Inventory (Topic 330): Simplifying the Measurement of Inventory," which requires that inventory within the scope of
the guidance be measured at the lower of cost and net realizable value rather than the lower of cost or market. The standard will
be effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within
those fiscal years. The new guidance shall be applied prospectively and early adoption is permitted. The Company will adopt this
guidance in the first quarter of 2017. The impact is not expected to be material. In
February 2015, the FASB issued ASU Update 2015-02, "Consolidation" ("ASU 2015-02"). This Update was issued
to address concerns about the current accounting for consolidation by changing the analysis that a reporting entity must perform
to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under
the revised consolidation model. The amendments in this Update: 1) Modify the evaluation of whether limited partnerships and similar
legal entities are variable interest entities (VIEs) or voting interest entities; 2) Eliminate the presumption that a general
partner should consolidate a limited partnership; 3) Affect the consolidation analysis of reporting entities that are involved
with VIEs, particularly those that have fee arrangements and related party relationships; and 4) Provide a scope exception from
consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in
accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money
market funds. The amendments in ASU 2015-02 are effective for the Company beginning in 2016. Early adoption is permitted and both
retrospective and modified retrospective application is permitted. We currently intend to adopt ASU 2015-02 on January 1, 2016.
We do not anticipate that our adoption of ASU 2015-02 will have a material impact on the Company's financial statements or related
disclosures. In
January 2015, the FASB issued ASU Update 2015-01, "Income Statement - Extraordinary and Unusual Items" ("ASU
2015-01"). This Update eliminates from U.S. GAAP the concept of extraordinary items. However, the presentation and disclosure
guidance for items that are unusual in nature or occur infrequently have been retained and expanded to include items that are
both unusual in nature and infrequently occurring. The amendments in ASU 2015-01 are effective for the Company beginning in 2016.
Early adoption is permitted and both prospective and retrospective application is permitted. We currently intend to adopt ASU
2015-01 on January 1, 2016 and apply its provisions on a prospective basis. We don't anticipate that application of ASU 2015-01
will have a material impact on the Company's financial statements or related disclosures. In April 2014, the FASB issued ASU 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity |
