PINX:RHSC Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended March 31, 2012
Commission File Number 0-6428

Robertson Global Health Solutions Corporation
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)
 
88-0105586
(IRS Employer Identification No.)
     
3555 Pierce Rd., Saginaw, Michigan
(Address of principal executive offices)
 
48604
(Zip Code)
  
(989) 799-8720
(Issuer's telephone number)

4215 Fashion Square Blvd., Suite 3, Saginaw, Michigan 48603
(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   [X] Yes   [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer            [  ]                                                                                                                                                                      Accelerated filer                      [  ]
Non-accelerated filer                [  ] (Do not check if a smaller reporting company)                                                                                     Smaller reporting company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common Stock, $.001 par value                                                                                                           12,732,187
                                       (Class)                                                                                                               (Outstanding at May 8, 2012)
 
 
1

 
 
Robertson Global Health Solutions Corporation
INDEX

     
 
 
Page
PART I. FINANCIAL INFORMATION
 
     
Item 1.
Consolidated Financial Statements:
3
     
 
Consolidated Balance Sheets as of March 31, 2012 and September 30, 2011 (unaudited)
3
 
 
 
 
Consolidated Statements of Operations for the three and six months ended March 31, 2012 and 2011 and date of inception to March 31, 2012 (unaudited)
4
     
 
Consolidated Statements of Cash Flows for the six months ended March 31, 2012 and 2011 and date of inception to March 31, 2012 (unaudited)
5
     
 
Notes to Interim Consolidated Financial Statements (unaudited)
6
     
Item 2.
Management's Discussion and Analysis of Financial Condition and  Results of Operations
13
 
 
 
Item 4.
Controls and Procedures
16
 
 
 
PART II. OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3.
Defaults upon Senior Securities
17
Item 4.
Not Applicable
17
Item 5.
Other Information
17
Item 6.
Exhibits
18
     
                SIGNATURES
19
 
 
2

 
 
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited):

 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
Consolidated Balance Sheets
   
March 31,
   
September 30,
 
   
2012
   
2011
 
ASSETS
(unaudited)
   
(unaudited)
 
Current assets
           
Cash
  $ 8,903     $ 90,585  
Accounts receivable
    10,378       41,500  
Accounts receivable - related parties
    88,952       47,031  
Prepaid and other
    10,209       35,663  
Total current assets
    118,442       214,779  
                 
Property and equipment, net
    8,202       8,487  
                 
Total assets
  $ 126,644     $ 223,266  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
             
Current liabilities
               
Accounts payable
  $ 1,053,590     $ 978,152  
Accrued liabilities
    721,471       672,088  
Deferred revenue
    48,167       31,500  
Notes payable related parties - net
    1,035,630       852,813  
Notes payable other - net
    548,036       531,018  
Current portion of facility exit liability
    -       32,329  
Current portion bank term note
    50,000       50,000  
Total current liabilities
    3,456,894       3,147,900  
                 
Long-term debt
               
Bank term note
    112,493       137,495  
Total long-term debt
    112,493       137,495  
                 
Stockholders' deficit
               
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding
    -       -  
Common stock, $0.001 par value, authorized 20,000,000, 12,732,187 and 12,352,187 shares issued and outstanding, respectively
    12,732       12,352  
Paid-in capital
    14,098,495       13,801,666  
Deficit accumulated during development stage
    (17,553,970 )     (16,876,147 )
Total stockholders' deficit
    (3,442,743 )     (3,062,129 )
                 
Total liabilities and stockholders' deficit
  $ 126,644     $ 223,266  
 
See accompanying notes to the consolidated financial statements
 
 
3

 
 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
 
                           
April 11, 2005
 
 
                         
(date of
 
   
Three Months Ended
   
Six Months Ended
   
inception) to
 
   
March 31,
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
   
2011
   
2012
 
                               
Revenues
                             
Contract fees
  $ -     $ -     $ -     $ -     $ 143,000  
Contract fees - related party
    -       -       -       -       207,416  
Total revenues
    -       -       -       -       350,416  
                                         
Operating expenses
                                       
Cost of revenues
    -       -       -       -       139,536  
Product and content development
    55,156       209,809       161,118       451,957       6,709,427  
Selling, general and administrative
    191,779       571,812       460,204       1,182,433       9,016,909  
Impairment expense on real estate held for sale
    -       -       -       -       1,548,375  
Total operating expenses
    246,935       781,621       621,322       1,634,390       17,414,247  
Operating loss
    (246,935 )     (781,621 )     (621,322 )     (1,634,390 )     (17,063,831 )
                                         
Other income (expense)
                                       
Unrealized gain on derivative revaluation
    -       -       -       -       17,279  
Interest and other income
    8,000       11,241       12,060       23,216       360,684  
Other expenses
    -       (16,017 )     -       (18,895 )     (97,236 )
Interest expense
    (37,298 )     (37,969 )     (68,561 )     (75,872 )     (770,866 )
Total other income (expense)
    (29,298 )     (42,745 )     (56,501 )     (71,551 )     (490,139 )
                                         
Net loss
  $ (276,233 )   $ (824,366 )   $ (677,823 )   $ (1,705,941 )   $ (17,553,970 )
                                         
Loss per share (basic)
  $ (0.02 )   $ (0.07 )   $ (0.05 )   $ (0.15 )   $ (1.68 )
                                         
                                   
Weighted average number of common shares outstanding
    12,368,890       11,583,675       12,360,493       11,563,300       10,462,612  
 
See accompanying notes to the consolidated financial statements
 
 
4

 
 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
Consolidated Statements of Cash Flows
(Unaudited)

               
April 11, 2005
 
               
(date of
 
   
Six Months Ended
   
inception) to
 
   
March 31
   
March 31,
 
   
2012
   
2011
   
2012
 
                   
Operating activities
                 
Net loss
  $ (677,823 )   $ (1,705,941 )   $ (17,553,970 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
Depreciation
    967       875       45,011  
Amortization of deferred rent and facility exit liability
    (32,329 )     (20,545 )     (97,613 )
Adjustment of accrued facility exit liability
    -       16,017       31,038  
Unrealized gain on derivative revaluation
    -       -       (17,279 )
Impairment expense
    -       -       1,548,375  
(Gain) loss on sale of assets
    (60 )     2,878       2,818  
Gain on debt cancellation
    -       -       (262,088 )
Note discount accretion
    -       18,000       128,413  
Beneficial conversion of convertible debt
    -       -       89,048  
Value of warrants issued for note guarantee
    -       -       16,384  
Stock based compensation
    107,209       457,596       1,072,164  
Changes in:
                       
Accounts receivable
    31,122       -       (10,378 )
Accounts receivable - related parties
    (41,921 )     (9,996 )     (83,352 )
Prepaid and other
    25,454       16,250       (2,932 )
Accounts payable and accrued expenses
    151,513       368,305       4,164,935  
Deposits
    -       -       (3,747 )
Deferred revenue
    16,667       -       48,167  
Accrued interest
    55,431       39,661       365,582  
Net cash used by operating activities
    (363,770 )     (816,900 )     (10,519,424 )
Investing activities
                       
Purchase of property and equipment
    (1,346 )     (4,663 )     (53,555 )
Proceeds from sale of assets
    -       543,747       843,747  
Cash received in merger transaction
    -       -       243,296  
Net cash provided (used) by investing activities
    (1,346 )     539,084       1,033,488  
Financing activities
                       
Net change in stockholder advances
    -       50,000       150,000  
Sale of common stock
    190,000       210,000       8,722,500  
Sale of warrants
    -       178,375       178,375  
Repurchase of common stock
    -       -       (372,000 )
Proceeds from exercise of warrants
    -       -       75,000  
Payment of fractional shares
    -       -       (4,321 )
Proceeds from exercise of stock options
    -       -       1,800  
Proceeds from issuance of debt
    140,000       -       1,335,416  
Repayment of debt
    (46,566 )     (145,432 )     (591,931 )
Net cash provided by financing activities
    283,434       292,943       9,494,839  
Net increase (decrease) in cash
    (81,682 )     15,127       8,903  
Cash, beginning of period
    90,585       40,976       -  
Cash, end of period
  $ 8,903     $ 56,103     $ 8,903  
                         
SUPPLEMENTAL CASH-FLOW INFORMATION
                 
Cash paid for interest
  $ 13,130     $ 18,211     $ 195,664  
Transfers of liabilities from affiliate for costs incurred
  $ -     $ -     $ 824,053  
Derivative liability recorded for warrants
  $ -     $ -     $ 17,279  
Issuance of debt in redemption of accrued liabilities
  $ -     $ 137,188     $ 806,005  
Issuance of debt in redemption of accounts payable
  $ 25,967     $ -     $ 25,967  
Repayment of advances from proceeds from sale of assets
  $ -     $ 150,000     $ 150,000  
Issuance of stock on conversion of debt
  $ -     $ -     $ 741,215  
Non-cash payment on accounts payable
  $ 725     $ -     $ 725  
 
See accompanying notes to the consolidated financial statements
 
 
5

 

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES
(a development stage company)
Notes to the Interim Consolidated Financial Statements (unaudited)


1. Nature of Operations and Basis of Presentation

Nature of Operations
On May 28, 2010, Robertson Global Health Solutions Corporation (“RGHS”) (formerly ASI Technology Corporation (“ASI”)) completed the acquisition of NxOpinion, LLC and its subsidiary (“NxOpinion”), previously a privately-owned health care technology licensing company headquartered in Saginaw, Michigan (the “Merger”) pursuant to the terms of an Agreement and Plan of Recapitalization dated May 28, 2010 (the “Recapitalization Agreement”). As a result of the Merger, the business of NxOpinion is now owned by Robertson Health Services, Inc. (“RHS”), a wholly-owned subsidiary of the Company. The post-merger company is referred to herein as the “Company”, “we”, “us” or “our”.

The Company experienced a change in control, and therefore NxOpinion was deemed to be the acquiring company and for accounting purposes the Merger was considered to be a reverse acquisition and recapitalization.

Description of Business
The Company has developed RHealth Advisor, a medical knowledge platform powering a suite of health applications, including its leading diagnostic application, for global healthcare delivery. The core medical knowledge management system, use of mathematical and statistical bases and business process for the software was invented by NxOpinion’s founder and the Company’s CEO, Dr. Joel Robertson (“Dr. Robertson”) in 2002. The software uses rich web services allowing the use of mobile technology, personal computer and web interfaces to deliver a powerful suite of healthcare applications. RHealth Advisor’s medical knowledge applications include electronic health records, health tips, reference guide and diagnostic pre-screening that determines the probability of what condition may be afflicting a patient. In addition, RHealth Advisor provides the latest treatment options and referral to the appropriate level of care given presenting symptoms based on patient facts, health history, user skill level, geographical location, available resources and other available data. RHealth Advisor’s innovative design and flexibility allows for rapid customization for varied users, including healthcare workers, consumers, nurses, physicians and other health care providers, as well as tailoring for different countries, regions and languages. Recent pilot and development collaborations and discussions with healthcare technology leaders have demonstrated, in management’s view, that RHealth Advisor is ready for scaling for commercialization. The Company believes RHealth Advisor is a very powerful medical knowledge platform uniquely capable of being implemented in a wide range of settings worldwide, from rural health systems to the most sophisticated urban hospital systems.

Development Stage Enterprise
The Company follows the presentation and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Accounting and Reporting by Development Stage Enterprises. Although some principal operations of marketing and licensing software solutions commenced in 2009, the Company has not yet generated significant revenue and is still considered in the development stage.

Basis of Presentation
The financial statements have been prepared on the accrual basis by management in accordance with generally accepted accounting principles in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. From inception to March 31, 2012, the Company has incurred significant losses and negative cash flow from operations and has a deficit accumulated during the development stage of $17,553,970. The Company's ability to emerge from the development stage and continue as a going concern is in doubt and is dependent upon obtaining additional financing and/or attaining a profitable level of operations. Management has plans to generate revenue producing business and to seek additional capital. These financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

The interim consolidated financial statements have been prepared by management in accordance with GAAP for interim financial statements. Accordingly, certain information normally included in financial statements prepared in accordance with GAAP has been omitted. The interim consolidated financial statements and notes thereto should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended September 30, 2011, from which the balance sheet data as of that date was derived.
 
 
6

 

In the opinion of management, the accompanying unaudited financial statements include all adjustments necessary for a fair presentation of the financial position of the Company at March 31, 2012, and its results of operations and cash flows for all periods presented.

Principles of Consolidation
In the consolidated financial statements and the notes thereto, all references to historical information, balances and results of operations are related to NxOpinion (now RHS) and its subsidiary as the predecessor company pursuant to reverse acquisition accounting rules. Under reverse acquisition accounting rules, the merged Company’s consolidated financial statements reflect NxOpinion’s results as a development stage company from NxOpinion’s Inception on April 11, 2005. The Company’s operating results (post-Merger) include the operating results of NxOpinion and its subsidiary prior to the date of the Merger and the results of the combined entities following the closing of the Merger.

The consolidated financial statements include the accounts of RGHS (formerly ASI) and its wholly-owned subsidiaries. Subsidiaries of RGHS include Robertson Health Services, Inc. (RHS, comprising the former business of NxOpinion), Robertson Technologies Licensing, LLC (“RTL”, a wholly-owned limited liability company owned by RHS), ASI Capital Corporation (“ASI Capital”, a wholly-owned subsidiary that previously operated certain leased property) and ASI Land Holdings, Inc. (“ASI Land”, a wholly-owned subsidiary which previously held certain real estate). All significant intercompany balances and transactions have been eliminated. Certain amounts previously reported have been reclassified to conform to the current presentation.

Adjustments to Historical Financial Statements
The historical consolidated financial statements reflect the impact of the change in capital structure that resulted from the Merger as if that capital structure was in place as of April 11, 2005 (date of Inception) and for all subsequent periods presented. In financial statements published prior to the Merger, references to the previous capital structure were to members’ capital rather than stockholders’ equity.

Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

The Company regularly evaluates its accounting policies and estimates. In general, estimates are based on historical experience and on assumptions believed to be reasonable given the Company’s operating environment. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results may differ from these estimates.

Recent Accounting Pronouncements
A number of new authoritative accounting standards have been issued during recent months that have been evaluated by the Company and determined not to have a material effect on the financial position and results of operations of the Company.
 
2. Loss Per Share
Loss per share is calculated by dividing net loss by the weighted average number of shares of the Company’s common stock outstanding during the period. At March 31, 2012 and 2011, a total of 1,786,614 and 1,697,217, respectively, of potentially dilutive securities consisting of options and warrants were not used for any computation of dilution for each period then ended as they would have been antidilutive.
 
 
7

 
 
3. Property and Equipment
Property and equipment consisted of computer equipment and vehicles as follows:
 
   
March 31,
   
September 30,
 
   
2012
   
2011
 
 Computer hardware
  $ 32,121     $ 31,546  
 Vehicle
    22,478       22,478  
      54,599       54,024   
 Accumulated depreciation
    (46,397 )     (45,537 )
 Property and equipment, net
  $ 8,202     $ 8,487  
 
4. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include the following:
 
   
March 31,
   
September 30,
 
   
2012
   
2011
 
 Accounts payable
           
 Payable to unrelated parties
  $ 525,191     $ 436,632  
 Payable to affiliate RRI for contract services (see Note 8)
    495,399       511,520  
 Payable to related parties
    33,000       30,000  
 Total accounts payable
  $ 1,053,590     $ 978,152  
                 
 Accrued liabilities
               
 Accrued wages and vacation
  $ 492,003     $ 348,133  
 Accrued bonus payable to CEO
    140,000       140,000  
 Other accrued liabilities
    89,468       183,955  
 Total accrued liabilities
  $ 721,471     $ 672,088  

5. Facility Exit Liability and Costs
Facility exit costs relate to an operating office lease that had been intended for use in real estate lending activities. A total of $166,845 was accrued as an exit liability in July 2009 in accordance with ASC 420, Exit or Disposal Cost Obligation. In June 2010, the Company entered into a sublease on the 3,747 feet of improved office space. The landlord granted a 50% rent concession for the six months ending December 2009, a 25% concession for the twelve months ending December 2010, and a 17% concession for the 10 months ending March 2012.

The following table summarizes facility exit liability activity for the six months ended March 31, 2012:
 
 Accrual balance at September 30, 2011
  $ 32,329  
 Accretion expense
    635  
 Payment - net
    (32,964 )
 Accrual balance at March 31, 2012
  $ -  
 
In the accompanying statement of operations, the expense for accrual corrections are included in other expenses, and all other facility exit costs and related accretion expense are included in selling, general and administrative expenses.
 
 
8

 
 
6. Notes Payable
Notes payable consist of the following:

   
March 31,
   
September 30,
 
   
2012
   
2011
 
Notes payable - related parties
           
Unsecured notes payable to related party directors with interest ranging from 10% to 18% with principal and interest due December 31, 2011. Includes accrued interest of  $164,933 and $147,911, respectively.  These notes are currently in default.
  $ 372,433     $ 355,411  
                 
Unsecured notes payable to stockholders with interest at 10% with principal and interest due December 31, 2011. Includes accrued interest of $15,115 and $13,611, respectively. These notes are currently in default.
    45,115       43,611  
                 
Unsecured notes payable issued at Merger for prior consulting fees owed to two directors. Principal and interest at 5% per annum due December 31, 2011. Includes accrued interest of $22,419 and $16,322, respectively. These notes are currently in default.
    265,594       259,497  
                 
Unsecured 11% note payable resulting from non-conversion of convertible note issued in April 2009. This note is currently in default with the default interest rate being 16%. Includes accrued interest of $21,456 and $17,445, respectively.
    71,456       67,445  
                 
Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum was due on December 15, 2011. This note is currently in default with the default interest rate being 18%.  Includes accrued interest of $12,350 and $1,849, respectively.
    137,350       126,849  
                 
Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum due on June 30, 2012. Includes accrued interest of $3,682 and $0, respectively.
    143,682       -  
                 
Total notes payable - related parties (current)
  $ 1,035,630     $ 852,813  
                 
Notes payable - other current
               
Installment note, at 5% compounded monthly, due on demand not later than June 1, 2012.  Secured by company assets. Includes accrued interest of $23,184 and $10,569, respectively.
  $ 526,397     $ 513,782  
                 
Unsecured installment debt payable with monthly installments of $2,164, due February 2013 and no interest accruing.
    21,639       -  
                 
Installment debt payable with interest at 11.24% per annum, with monthly installments of $3,026, due March 2012.  Includes accrued interest of $0.  Secured by gross unearned premiums and loss payments on the insurance policy financed.
    -       17,236  
                 
Total notes payable - other current
  $ 548,036     $ 531,018  
                 
Notes payable - long-term
               
Five year term bank debt with interest at prime plus 1%, with monthly installments of $4,167 plus interest. Note is guaranteed by the Company's CEO. Includes accrued interest of $0.
  $ 162,493     $ 187,495  
                 
Less: Long-term portion of bank term note
    (112,493 )     (137,495 )
                 
Notes payable (current portion)
  $ 50,000     $ 50,000  
 
 
9

 

7. Stock Options and Stock Purchase Warrants

Stock Options
The Company accounts for stock-based compensation under the provisions of ASC 718, Share-Based Payment and ASC 505-50, Equity-Based Payments to Non-Employees. ASC 718 requires measurement of all employee stock-based awards using a fair-value method and recording of related compensation expense in the financial statements over the requisite service period. Further, as required under ASC 718, the Company estimates forfeitures for stock-based awards that are not expected to vest. Under ASC 505-50, options or stock awards issued to non-employees who are not directors of the Company are recorded at the estimated fair value of the stock options issued at the measurement date. Non-employee options are periodically revalued as the options vest so the cost ultimately recognized is equivalent to the fair value on the date performance is complete with such expense recognized over the related service period on a graded vesting method.

The Company uses the Black-Scholes option pricing model to determine the estimated fair value of each option as of its grant date. These inputs are subjective and generally require significant analysis and judgment to develop. The following table sets forth the significant assumptions used in the Black-Scholes model and the calculation of stock-based compensation cost (annualized percentages):
 
   
Six Months Ended
   
March 31,
   
2012
 
2011
Volatility
  117 %   71 %
Risk-free interest rate
  1.00 %   1.67 %
Forfeiture rate
  0.00 %   0.00 %
Dividend yield
  0.00 %   0.00 %
Expected life in years
  5     5  
Weighted average fair value of options granted
  $1.22     $1.30  

Since the Company’s stock was not actively traded and the merger changed the nature of the Company’s business, for the prior fiscal year management estimated expected volatility by reviewing the historical volatility of the common stock of a group of selected peer public companies that operate in similar industries and are similar in terms of stage of development or size and then projecting this information toward its future expected results. Judgment was used in selecting these companies, as well as in evaluating the available historical volatility for the peer companies. In the current fiscal year the Company commenced using its historical volatility to estimate expected volatility. The risk-free interest rate is based on rates published by the Federal Reserve Board. The dividend yield of zero is because the Company has never paid cash dividends and has no present intention to pay cash dividends. The Company has a small number of option grants and almost no exercise history and accordingly has for all new option grants applied the simplified method prescribed by SEC Staff Accounting Bulletin 110, Share-Based Payment: Certain Assumptions Used in Valuation Methods — Expected Term, to estimate expected life (computed as vesting term plus contractual term divided by two). An estimated forfeiture rate was derived from the Company’s historical employee data and its estimates of the likely future actions of option holders. Forfeitures are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from those estimates or if the Company updates its estimated forfeiture rate. Such amounts will be recorded as a cumulative adjustment in the period in which the estimate is changed.

The Company recorded $107,209 and $457,596 of stock compensation expense for the six months ended March 31, 2012 and 2011, respectively. As of March 31, 2012, total estimated compensation cost of options granted but not yet vested was approximately $123,000 and is expected to be recognized over the weighted average period of 0.85 years.

The following table summarizes stock option activity for the six months ended March 31, 2012:
 
 
10

 
 
   
March 31, 2012
 
         
Weighted-
   
Aggregate
   
Weighted-
 
         
Average
   
Intrinsic
   
Average
 
         
Exercise
   
Value
   
Life
 
   
Shares
   
Price
      (2)    
(Years)
 
 
                         
Outstanding beginning of period
    774,576       $ 3.33                
Granted
    5,000       $ 1.50                
Exercised
    -                          
Cancelled
    (5,003 )     $ 6.75                
Outstanding end of period (1)
    774,573       $ 3.30       -       3.5  
Options exercisable at end of period
    516,616       $ 3.16       -       3.5  
 
 
(1)
Options outstanding are exercisable at prices ranging from $2.20 to $6.75 and expire over the period 2013 to 2016.
 
(2)
Aggregate intrinsic value is based on the closing price of the Company’s common stock on March 31, 2012 of $0.40 per share.

Warrants

There was no warrant activity for the six months ended March 31, 2012. At March 31, 2012, the Company had the following warrants outstanding:

   
Number of
   
Exercise Price
   
 Description
 
Common Shares
   
Per Share
 
 Expiration Date
Warrants
      541,000        $ 1.00  
 December 31, 2014
Warrants
      170,000        $ 2.50  
 March 31, 2013
Warrants (1)
        51,041        $ 2.50  
 May 28, 2013
Warrants (2)
      100,000        $ 0.01  
 May 28, 2013
Warrants
        50,000        $ 2.50  
 October 22, 2015
Warrants
        50,000        $ 2.50  
 November 12, 2015
Warrants
        50,000        $ 2.50  
 January 12, 2016
      1,012,041              
 
 
(1)
A total of 32,141 of these warrants are held by directors.
 
(2)
These 100,000 warrants are held by the Company’s Chief Executive Officer.
 
8. Related Party Transactions

Related Party Contract Expenses
Since its formation, the Company has contracted with Robertson Research Institute (“RRI”), a nonprofit entity organized under Section 501(c)(3) of the Internal Revenue Code, for software and content development and corporate operational services including personnel, occupancy and other vendor costs. After the Merger, the Company transitioned these services back to the Company. These services were billed to the Company by RRI on a flow-through basis and at cost with certain personnel costs allocated based on percentage of time spent on Company efforts. Certain expenses continue to be paid by RRI and are charged to the Company at cost as incurred.

During the six months ended March 31, 2012 and 2011 the Company incurred costs billed by RRI totaling $27,822 and $80,305 detailed as follows:
 
 
11

 
 
   
Six Months Ended
 
   
March 31,
 
   
2012
   
2011
 
             
Computer and software
  $ 225     $ 4,131  
Dues and subscriptions
    2,017       -  
Interest
    5,337       3,853  
Marketing
    -       874  
Personnel and benefits
    -       77  
Supplies
    1,064       -  
Telephone and communications
    4,597       3,957  
Travel and entertainment
    9,436       53,754  
Other
    5,146       13,659  
    $ 27,822     $ 80,305  
 
These amounts are included in the appropriate functional line items in the Company’s statement of operations. Amounts payable to RRI for such services at March 31, 2012 are listed in Note 4.

After the merger, certain employees have been contracted on an as needed basis by Robertson Wellness, LLC (“RW”), a company owned by the Company’s CEO, Dr. Joel Robertson.  These personnel costs are allocated to RW at cost based on percentage of time spent on RW efforts.  The total amount allocated to RW during the six months ending March 31, 2012 and 2011 was $44,698 and $10,348, respectively. Amounts receivable from RW at March 31, 2012 and September 30, 2011 were $88,419 and $47,031, respectively.

See Notes 4 and 6 for additional related party transactions and information.

9. Commitments and Contingencies

Going Concern
The Company incurred significant losses during the last two fiscal years and the last six months, and as a result it has limited funds and liquidity with which to operate. The Company’s operating plans will require additional funds. Additional funds may be obtained in the form of debt or equity financings. During the balance of fiscal 2012, the Company may elect to incur additional costs to develop its business. The Company may also seek or pursue other business opportunities. However, there can be no assurance that sufficient additional funds will be available to enable the Company to continue as a going concern. Although asset impairment adjustments have been made in accordance with generally accepted accounting principles, the accompanying consolidated financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Employment Agreement
In June 2010, the Company entered into a three-year employment agreement with Dr. Robertson to serve as President and Chief Executive Officer. The agreement provides for base compensation of $20,000 per month with an increase to $25,000 per month if the Company achieves an increase in gross revenues of $1,000,000 or more above gross revenues achieved during the previous fiscal quarter.
 
 
12

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW.
 
Cautionary Note on Forward Looking Statements
In addition to the other information in this report, the factors listed below should be considered in evaluating our business and prospects. This report contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated.  In this report, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements.  Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.

Overview
We license RHealth Advisor, a medical knowledge platform powering a suite of health applications, including our leading diagnostic module, for global healthcare delivery. The medical knowledge intelligence and management system, use of mathematical and statistical bases and the business process for our core software platform was invented by our founder and CEO, Dr. Joel Robertson (“Dr. Robertson”), commencing in 2002. NxOpinion, LLC, our predecessor, was formed in 2005 to improve and commercialize the platform. We believe RHealth Advisor is an advanced and powerful global healthcare solution that improves medical outcomes and is uniquely capable of being implemented in a wide range of settings worldwide, from rural health systems to the most sophisticated urban hospital systems.

Our software platform employs rich web services allowing mobile technology, personal computer and web interfaces to deliver a powerful suite of healthcare applications. RHealth Advisor’s medical knowledge platform modules include a diagnostics module that mimics skilled clinical reasoning to determine the most possible and probable diagnosis along with the unique ability to create questions for the end user in real-time based upon previous history and as new facts and medical data are entered. We display the latest treatment options given presenting symptoms based on patient facts, health history, user skill level, geographical location, resources available and other available data. Other proprietary software modules include health records, health tips, reference guide and diagnostic pre-screening that determines the probability of what condition may be afflicting a patient. We have the ability to deliver an accurate diagnosis, and an actionable response allowing optimized patient adherence, early detection of treatment failure, referral to the appropriate level of care, pre-crisis intervention and real-time access to health information. Our innovative design and flexibility allows for rapid customization for a broad range of mobile and other interface hardware, varied users and tailoring for different countries, regions and languages. We believe studies in the United States, India and the Dominican Republic have verified the diagnostic accuracy of our solution compared with trained physicians and documented that physicians also improve their diagnostic accuracy using our solution. In our management’s view RHealth Advisor is ready for worldwide commercialization and we are now scaling and customizing our software for targeted large volume applications.

We are organized to generate revenue by licensing our software platform and modules generally through collaborative efforts with other organizations. License and revenue agreements with affiliated companies and collaboration partners have not yet generated significant revenue for us, but provide the foundation for RHealth Advisor’s commercialization. We expect future license fees to be (a) subscription based or transaction based to vary depending on the RHealth Advisor applications used and the market profile of each prospective customer and/or (b) result from advertising and sponsorships. Implementation may include a setup fee with respect to the applications and potential integration needs of customers.

Overall Performance
The Company is considered to be a development stage enterprise. Although some principal operations of marketing and licensing software solutions began during 2009, we have not yet generated any significant revenue. We have incurred significant losses and negative cash flow from operations since inception. During the six months ended March 31, 2012 we reduced our scale of operations including a reduction in staffing levels due to a lack of financial resources. We are focusing our limited resources on supporting key customers and activities. We are also in default on ten notes with principal and interest totaling $891,948 at March 31, 2012.

Management continues to pursue licensing opportunities for its products and seeks to obtain additional development capital to finance its operations until such time as they can be fully supported by revenues. The Company is currently taking steps to obtain patent protection for certain business methods that we have developed.  We believe that these efforts will support both our commercialization efforts and efforts to secure additional sources of development capital. Despite these efforts, there can be no assurance additional funds will be available. The accompanying consolidated financial statements do not include any adjustments that would be necessary should we be unable to continue as a going concern and, therefore, be required to liquidate our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
 
 
13

 

Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our financial statements located in Item 1 of Part I, “Financial Statements,” and in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the period ended September 30, 2011 previously filed with the SEC. The preparation of these financial statements prepared in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not limited to those related to revenue recognition, bad debts, stock-based compensation, reverse acquisition accounting, facility exit liability, income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
        
We believe that, of the significant accounting policies discussed in our financial statements, the following accounting policies have in the past and may in the future require our most difficult, subjective or complex judgments:
    
 
revenue recognition;
 
estimates and allowances (primarily doubtful accounts, real estate valuation and impairment);
 
stock-based compensation expense; and
 
income taxes.
   
Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. There were no significant changes or modification of our critical accounting policies and estimates involving management valuation adjustments affecting our results for the six months ended March 31, 2012. For further information on our critical accounting policies, refer to Note 2 to the financial statements in our Annual Report on Form 10-K for the period ended September 30, 2011.

Comparison of Operating Results for the Three Months Ended March 31, 2012 and 2011

Revenues.  No revenues were generated during the three months ended March 31, 2012 or 2011.

Expenses.  A decrease in the product and content development costs during the quarter ending March 31, 2012 compared to the quarter ending March 31, 2011 was mainly due to decreased consulting fees, personnel costs and travel costs as a result of scaling back activities due to a lack of financial resources. Consulting fees decreased by $58,895 due primarily to the utilization in the quarter ending March 31, 2011 of a technology consulting firm for implementation management and application design and development. There was a decrease of $88,049 in personnel costs resulting primarily from staff layoffs during the quarter ending March 31, 2012. Travel costs for product and content development decreased by $2,892 due to additional travel occurring in the quarter ending March 31, 2011 for work with collaborative partners. Product and content development costs include non-cash stock based compensation costs of  $11,317 for the quarter ending March 31, 2012 and $18,080 for the quarter ending March 31, 2011 resulting from grants of options under the 2010 Incentive Plan. Product and content development costs can vary significantly from quarter to quarter based on the time spent by personnel who perform both content and sales functions. Such costs also vary based on decisions made regarding outside contract and consulting services. Future expenditures will also depend on availability of resources to extend existing software and content into new markets or develop new software and content.

There was a decrease in the selling, general and administrative costs during the three months ended March 31, 2012 compared to March 31, 2011. Selling, general and administrative costs include non-cash stock based compensation costs of $34,798 for the quarter ending March 31, 2012 and $229,227 for the quarter ending March 31, 2011 resulting from grants of options under the 2010 Incentive Plan. Consulting fees decreased by $8,375, primarily resulting from decreased SEC and management consulting work. There was a decrease of $98,741 in personnel costs resulting primarily from staff layoffs during the quarter ending March 31, 2012. Legal fees incurred during the three months ended March 31, 2012 were $45,898 less than in the same three months of 2011. During the second fiscal quarter of 2011, substantial legal work was performed relating to threatened litigation. A decrease in shareholder costs included in selling, general and administrative costs of $13,494 was due primarily to additional costs relating to the Merger transaction which occurred during the quarter ending March 31, 2011. A decrease in insurance costs of $6,263 is due primarily to the cancellation of an officer’s life insurance policy. Finally, a decrease in facility exit costs of $5,050 is primarily due to additional rent concessions granted by the lessor during the quarter ending March 31, 2012. Future levels of selling, general and administrative expenses will depend on availability of resources and decisions made regarding increased staffing and support costs.
 
 
14

 

Comparison of Operating Results for the Six Months Ended March 31, 2012 and 2011

Revenues.  No revenues were generated during the six months ended March 31, 2012 or 2011.

Expenses.  A decrease in the product and content development costs during the six months ending March 31, 2012 compared to the six months ending March 31, 2011 were mainly due to decreases in personnel costs, travel expenses and consulting fees as a result of scaling back our activities due to a lack of financial resources.  A decrease of $123,817 in personnel costs resulted primarily from staff layoffs during the six months ending March 31, 2012. A decrease of $18,824 in travel costs resulted from additional travel for work with collaborative partners during the six months ending March 31, 2011.  Consulting fees decreased by $144,273 due primarily to the utilization in 2011 of a technology consulting firm for implementation management and application design and development. Product and content development costs can vary significantly from period to period based on the time spent by personnel who perform both content and sales functions. Such costs also vary based on decisions made regarding outside contract and consulting services. Future expenditures will also depend on availability of resources to extend existing software and content into new markets or develop new software and content.

There was a decrease in the selling, general and administrative costs during the six months ended March 31, 2012 compared to March 31, 2011.  Costs included non-cash stock-based compensation costs of $78,121 for the six months ending March 31, 2012 and $428,209 for the six months ending March 31, 2011. Legal fees incurred during the six months ended March 31, 2012 were $136,803 less than in the same six months of 2011.  During fiscal year 2011, substantial legal work was performed on the Company’s transition report on Form 10-KT and relating to threatened litigation.  Consulting fees decreased $15,125, primarily resulting from additional SEC and management consulting work performed during fiscal year 2011.  During the six months ending March 31, 2011, $15,000 of factoring fees were paid and expensed.  There were no comparable factoring fees during the period ending March 31, 2012. A decrease in shareholder costs included in selling, general and administrative costs of $13,502 was due primarily to additional costs relating to the Merger transaction which occurred during the six months ending March 31, 2011. A decrease of $23,405 resulted from additional travel for meeting with prospective collaborative partners during fiscal year 2011.  There was a decrease of $137,108 in personnel costs resulting primarily from staff layoffs during the six months ending March 31, 2012.  A decrease in insurance costs of $8,921 is due primarily to the cancellation of an officer’s life insurance policy.  Finally, a decrease in facility exit costs of $11,075 is primarily due to additional rent concessions granted by the lessor during the six months ending March 31, 2012. Future levels of selling, general and administrative expenses will depend on availability of resources and decisions made regarding increased staffing and support costs.

Liquidity and Capital Resources
At March 31, 2012, we had cash and equivalents of $8,903 compared to $90,585 at September 30, 2011. Net cash used by operating activities was $363,770 during the six months ended March 31, 2012, compared to $816,900 used by operating activities for the six months ending March 31, 2011. The current period net cash used by operating activities resulted primarily from the net loss of $677,823 reduced by $107,209 of non-cash stock-based compensation. Other changes providing cash from operating activities included a $151,513 increase in accounts payable and accrued expenses, an increase of $16,667 in deferred revenue, and a $55,431 increase in accrued interest. Until the company generates revenues, we expect continued cash operating deficits.

Cash in the amount of $190,000 was received from the sale of stock during the six months ending March 31, 2012.  Also during the current period we received cash from the issuance of debt of $140,000. The proceeds from these sources were used for operating expenses during the period.

Our principal source of liquidity at March 31, 2012 consisted of cash and equivalents of $8,903. We have no other sources of unused liquidity at this time. Management expects that given the current rate of expenditures it will require approximately $1,500,000 to meet its operating requirements for the next twelve months. We also have principal amounts on debt of $1,370,527 currently in default or due in the next twelve months that we must refinance, restructure or obtain additional funding to repay. Should any note holder pursue default remedies, such actions could have an adverse impact on our operations and our ability to obtain future financing. We may also elect to expand our business activities by hiring additional personnel or expanding marketing or other activities. Some of the required funds may be generated from future revenues from licensing our software or from renegotiating debt arrangements although there is no assurance any debt payments can be restructured. Management is seeking opportunities for debt or equity financing to meet cash requirements for the next twelve months. Should additional funds not be available, we may be required to further curtail or scale back operations. Failure to obtain sufficient capital will have a material adverse affect on our Company. 
 
 
15

 

Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended March 31, 2012, or subsequently thereto, that we believe are of potential significance to our financial statements.

Item 4.   Controls and Procedures

(a) Evaluation of disclosure controls and procedures
We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.  Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.  Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
 
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2012, due to the existence of a known material weakness in our internal control over financial reporting as summarized in the following paragraph.

Our Chief Executive Officer and Chief Financial Officer have determined that a weakness in our internal control over financial reporting identified in our Annual Report on Form 10-K for the period ended September 30, 2011, continues to manifest as a weakness in our disclosure controls and procedures at March 31, 2012.  Specifically, due to our small staff and limited financial resources, we rely on our Chief Financial Officer to initiate many transactions, maintain custody of assets including bank signature authority and record and reconcile transactions with limited review by our Chief Executive Officer and Board of Directors. Our Chief Executive Officer and Chief Financial Officer have identified this lack of segregation of duties within accounting functions as a material weakness in our disclosure controls and procedures. In light of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, we did not maintain effective disclosure controls and procedures.

(b) Changes in internal controls over financial reporting.
There have been no changes in our internal controls over financial reporting during our fiscal quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies that may be identified during this process.

 
16

 
 
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings as of the date of this report. However, we may at times in the future become involved in litigation in the ordinary course of business. We will also, from time to time, when appropriate in management’s estimation, record adequate reserves in our financial statements for pending litigation. Litigation is expensive and is subject to inherent uncertainties, and an adverse result in any such matters could adversely impact our operating results or financial condition. Additionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 
(a)
The following shares of common stock were issued during the fiscal quarter and not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K:
 
 
On March 27, 2012 we issued 150,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $75,000. The shares were issued upon the exemption provided by Section 4(2) of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.
 
 
On March 27, 2012 we issued 230,000 shares of common stock at a purchase price of $0.50 per share for gross proceeds of $115,000. The shares were issued to a selected accredited investor upon the exemption provided by Rule 506 of Regulation D thereunder, and to a foreign investor in sales outside the United States in accordance with Regulation S thereunder. No commissions were paid and a restrictive legend was placed on the shares issued.
 
 
(b)
none
 
(c)
none

Item 3. Defaults Upon Senior Securities

The Company is in default of its repayment obligation on a promissory note dated April 2, 2009 in the original principal amount of $50,000. The note matured on April 3, 2010. The note bore interest at 11% prior to maturity and bears interest at 16% per annum following maturity. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $72,311.

The Company is in default of its repayment obligation on promissory notes to related party directors in the original principal amounts totaling $207,500. The notes matured on December 31, 2011. The notes bear interest from 10% to 18%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $376,060.

The Company is in default of its repayment obligation on promissory notes to related party directors in the original principal amounts totaling $243,175. The notes matured on December 31, 2011. The notes bear interest at 5%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $266,893.

The Company is in default of its repayment obligation on a promissory note to a stockholder in the original principal amount of $30,000. The note matured on December 31, 2011. The note bears interest at 10%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $45,436.

The Company is in default of its repayment obligation on promissory notes to a company owned by the Company’s CEO in the original principal amount of $125,000. The notes matured on December 15, 2011. The notes bore interest at 15% prior to maturity and bear interest at 18% per annum following maturity. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $139,753.

Item 4. Not Applicable

Item 5. Other Information

None
 
 
17

 

Item 6. Exhibits
 
Exhibits –
 
3.1
Articles of Incorporation, as currently in effect (previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 16, 2010 and incorporated herein by reference).
3.2
Amended and Restated Bylaws (previously filed as Exhibit 3.01 to our Current Report on Form 8-K filed on June 4, 2010 and incorporated herein by reference).
10.1
Promissory Note delivered to Vanahab Health Diagnostics, LLC dated January 26, 2012 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2012 and incorporated herein by reference).
10.2
Promissory Note delivered to Beltway One Development Group LLC dated March 27, 2012 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 29, 2012 and incorporated herein by reference).
10.3
Lease Termination Agreement between ASI Capital Corporation, Robertson Global Health Solutions Corporation and Beltway One Development Group LLC dated March 26, 2012 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 29, 2012 and incorporated herein by reference).
31.1*
Certification of Joel C. Robertson pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*
Certification of Melissa A. Seeger pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*
Certifications pursuant to 18 U.S.C. Section 1350.
101.INS**
XBRL Instance
101.SCH**
XBRL Taxonomy Extension Schema
101.CAL**
XBRL Taxonomy Extension Calculation
101.DEF**
XBRL Taxonomy Extension Definition
101.LAB**
XBRL Taxonomy Extension Labels
101.PRE**
XBRL Taxonomy Extension Presentation

 
*
Filed herewith
**
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
18

 

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, thereunto duly authorized.
 
 
    Robertson Global Health Solutions Corporation
     
Date: May 9, 2012     By:  
/s/  Melissa A. Seeger                                                        
Melissa A. Seeger
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer and duly
authorized to sign on behalf of the Registrant)
 
 
                                                                           
19

PINX:RHSC Robertson Global Health Solutions Corp Quarterly Report 10-Q Filling

Robertson Global Health Solutions Corp PINX:RHSC Stock - Get Quarterly Report SEC Filing of Robertson Global Health Solutions Corp PINX:RHSC stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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PINX:RHSC Quarterly Report 10-Q Filing - 3/31/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

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