Attached files
file | filename |
---|---|
EX-3.01 - EXHIBIT 3.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv3w01.htm |
EX-2.01 - EXHIBIT 2.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv2w01.htm |
EX-3.02 - EXHIBIT 3.02 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv3w02.htm |
EX-16.01 - EXHIBIT 16.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv16w01.htm |
EX-99.02 - EXHIBIT 99.02 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv99w02.htm |
EX-99.01 - EXHIBIT 99.01 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018exv99w01.htm |
8-K - FORM 8-K - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c02018e8vk.htm |
Exhibit 99.03
NxOpinion, LLC
(a development stage limited liability company)
Unaudited Interim Consolidated Financial Statements
March 31, 2010 and 2009
(a development stage limited liability company)
Unaudited Interim Consolidated Financial Statements
March 31, 2010 and 2009
NXOPINION, LLC
(a development stage limited liability company)
Consolidated Balance Sheet
(a development stage limited liability company)
Consolidated Balance Sheet
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 508 | $ | 35,333 | ||||
Accounts receivables related parties |
5,000 | 88,000 | ||||||
Total current assets |
5,508 | 123,333 | ||||||
Property and equipment, net |
1,652 | 3,380 | ||||||
Total assets |
$ | 7,160 | $ | 126,713 | ||||
LIABILITIES AND MEMBERS DEFICIT |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 1,619,570 | $ | 1,588,208 | ||||
Related party deferred revenue |
207,416 | 207,416 | ||||||
Bank line of credit |
250,000 | 250,000 | ||||||
Notes payable |
725,140 | 724,731 | ||||||
Convertible notes payable, net of discount of $73,728 and $0 |
369,882 | 265,792 | ||||||
Warrant liability |
385,624 | 234,035 | ||||||
Total current liabilities |
3,557,632 | 3,270,182 | ||||||
Members deficit |
||||||||
Members contributions-net, 10,000,000 units
authorized and outstanding |
7,333,395 | 7,188,844 | ||||||
Members deficit accumulated during the development stage |
(10,883,867 | ) | (10,332,313 | ) | ||||
Total members deficit |
(3,550,472 | ) | (3,143,469 | ) | ||||
Total liabilities and members deficit |
$ | 7,160 | $ | 126,713 | ||||
See accompanying notes to unaudited interim consolidated financial statements
NXOPINION, LLC
(a development stage limited liability company)
Consolidated Statement of Operations
(Unaudited)
(a development stage limited liability company)
Consolidated Statement of Operations
(Unaudited)
April 11, 2005 | ||||||||||||
(date of | ||||||||||||
Three Months | Three Months | inception) to | ||||||||||
Ended | Ended | March 31, | ||||||||||
March 31, 2010 | March 31, 2009 | 2010 | ||||||||||
Revenues |
||||||||||||
Contract fees |
$ | | $ | | $ | 133,000 | ||||||
Operating expenses |
||||||||||||
Cost of revenues |
| | 139,536 | |||||||||
Product and content development |
143,195 | 91,739 | 5,164,244 | |||||||||
Selling, general and administrative |
281,244 | 201,759 | 5,572,903 | |||||||||
Total operating expenses |
424,439 | 293,498 | 10,876,683 | |||||||||
Operating loss |
(424,439 | ) | (293,498 | ) | (10,743,683 | ) | ||||||
Other income (expense) |
||||||||||||
Unrealized gain on derivative revaluation |
6,956 | | 11,577 | |||||||||
Interest and other income |
| | 294,980 | |||||||||
Other expenses |
| | (63,319 | ) | ||||||||
Interest expense |
(134,071 | ) | (19,809 | ) | (383,422 | ) | ||||||
Total other income (expense) |
(127,115 | ) | (19,809 | ) | (140,184 | ) | ||||||
Net loss |
$ | (551,554 | ) | $ | (313,307 | ) | $ | (10,883,867 | ) | |||
See accompanying notes to unaudited interim consolidated financial statements
NXOPINION, LLC
(a development stage limited liability company)
Consolidated Statement of Members Deficit
(Unaudited)
(a development stage limited liability company)
Consolidated Statement of Members Deficit
(Unaudited)
Membership Interests | Total | |||||||||||||||
Units | Contributions | Deficit | (Deficiency) | |||||||||||||
Balances, April 11, 2005 (date of inception) |
| $ | | $ | | $ | | |||||||||
Issuance of founder units for technology |
9,600,000 | | | | ||||||||||||
Founder units assigned to director |
290,000 | | | | ||||||||||||
Issuance of membership units at $2.50 to $3.25 per unit |
1,156,000 | 3,350,000 | | 3,350,000 | ||||||||||||
Forfeiture of founder units-net |
(1,046,000 | ) | | | | |||||||||||
Net loss |
| | (1,373,347 | ) | (1,373,347 | ) | ||||||||||
Balances, December 31, 2005 |
10,000,000 | $ | 3,350,000 | $ | (1,373,347 | ) | $ | 1,976,653 | ||||||||
Issuance of membership units at $2.50 to $4.00 per unit |
456,500 | 1,760,000 | | 1,760,000 | ||||||||||||
Repurchase of membership units at $2.50 per unit |
(144,000 | ) | (360,000 | ) | | (360,000 | ) | |||||||||
Forfeiture of founder units-net |
(312,500 | ) | | | | |||||||||||
Net loss |
| | (3,488,381 | ) | (3,488,381 | ) | ||||||||||
Balances, December 31, 2006 |
10,000,000 | $ | 4,750,000 | $ | (4,861,728 | ) | $ | (111,728 | ) | |||||||
Issuance of membership units at $2.00 to $6.00 per unit |
414,038 | 1,090,000 | | 1,090,000 | ||||||||||||
Forfeiture of founder units |
(414,038 | ) | | | | |||||||||||
Net loss |
| | (2,451,762 | ) | (2,451,762 | ) | ||||||||||
Balances, December 31, 2007 |
10,000,000 | $ | 5,840,000 | $ | (7,313,490 | ) | $ | (1,473,490 | ) | |||||||
Issuance of membership units at $2.00 to $3.25 per unit |
658,154 | 1,159,000 | | 1,159,000 | ||||||||||||
Forfeiture of founder units |
(658,154 | ) | | | | |||||||||||
Net loss |
| | (1,443,771 | ) | (1,443,771 | ) | ||||||||||
Balances, December 31, 2008 |
10,000,000 | $ | 6,999,000 | $ | (8,757,261 | ) | $ | (1,758,261 | ) | |||||||
Issuance of membership units at $1.00 per unit |
428,500 | 428,500 | | 428,500 | ||||||||||||
Classification of warrants as a liability |
| (238,656 | ) | | (238,656 | ) | ||||||||||
Forfeiture of founder units |
(428,500 | ) | | | | |||||||||||
Net loss |
(1,575,052 | ) | (1,575,052 | ) | ||||||||||||
Balances, December 31, 2009 |
10,000,000 | $ | 7,188,844 | $ | (10,332,313 | ) | $ | (3,143,469 | ) | |||||||
Issuance of membership units at $1.00 per unit |
125,000 | 125,000 | | 125,000 | ||||||||||||
Record beneficial conversion of convertible notes |
| 89,048 | 89,048 | |||||||||||||
Classification of warrants as a liability |
| (69,497 | ) | | (69,497 | ) | ||||||||||
Forfeiture of founder units |
(125,000 | ) | | | | |||||||||||
Net loss |
| | (551,554 | ) | (551,554 | ) | ||||||||||
Balances, March 31, 2010 |
10,000,000 | $ | 7,333,395 | $ | (10,883,867 | ) | $ | (3,550,472 | ) | |||||||
See accompanying notes to unaudited interim consolidated financial statements
NXOPINION, LLC
(a development stage limited liability company)
Consolidated Statement of Cash Flows
(Unaudited)
(a development stage limited liability company)
Consolidated Statement of Cash Flows
(Unaudited)
April 11, 2005 | ||||||||||||
Three Months | Three Months | (date of | ||||||||||
Ended | Ended | inception) to | ||||||||||
March 31, | March 31, | March 31, | ||||||||||
2010 | 2009 | 2010 | ||||||||||
Operating activities |
||||||||||||
Net loss |
$ | (551,554 | ) | $ | (313,307 | ) | $ | (10,883,867 | ) | |||
Adjustments to reconcile net loss to net
cash used by operating activities: |
||||||||||||
Depreciation |
1,728 | 2,102 | 40,394 | |||||||||
Unrealized gain on derivative revaluation |
(6,956 | ) | | (11,577 | ) | |||||||
Gain on debt cancellation |
| | (262,088 | ) | ||||||||
Note discount accretion |
15,320 | | 15,320 | |||||||||
Beneficial conversion of convertible debt |
89,048 | | 89,048 | |||||||||
Changes in: |
||||||||||||
Accounts receivable related parties |
83,000 | | (5,000 | ) | ||||||||
Accounts payable and accrued expenses |
31,363 | 284,289 | 2,429,225 | |||||||||
Deferred revenue |
| | 207,416 | |||||||||
Accrued interest |
24,332 | 14,917 | 179,868 | |||||||||
Net cash used by operating activities |
(313,719 | ) | (11,999 | ) | (8,201,261 | ) | ||||||
Investing activities |
||||||||||||
Purchase of property and equipment |
| | (42,047 | ) | ||||||||
Net cash used in investing activities |
| | (42,047 | ) | ||||||||
Financing activities |
||||||||||||
Contributions from members |
125,000 | 12,500 | 7,912,500 | |||||||||
Repurchase of member units |
| | (360,000 | ) | ||||||||
Proceeds from issuance of debt |
170,000 | | 845,416 | |||||||||
Repayment of debt |
(16,106 | ) | (1,201 | ) | (154,100 | ) | ||||||
Net cash provided by financing activities |
278,894 | 11,299 | 8,243,816 | |||||||||
Net increase (decrease) in cash |
(34,825 | ) | (700 | ) | 508 | |||||||
Cash, beginning of period |
35,333 | 883 | | |||||||||
Cash, end of period |
$ | 508 | $ | 183 | $ | 508 | ||||||
SUPPLEMENTAL CASH-FLOW INFORMATION |
||||||||||||
Cash paid for interest |
$ | 126 | $ | 37 | $ | 3,316 | ||||||
Transfers of liabilities from affiliate for costs incurred |
$ | | $ | | $ | 824,053 | ||||||
Derivative liability recorded for warrants |
$ | 158,544 | $ | | $ | 397,200 |
See accompanying notes to unaudited interim consolidated financial statements
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of Operations
NxOpinion, LLC (Company) is a Nevada limited liability company organized April 11, 2005. The
Company has developed a health knowledgebase and platform that uses mobile technology, personal
computer and web interfaces to deliver a suite of innovative healthcare applications. The Company
has commenced marketing its software solution in partnership with health and technology companies
for use in a variety of settings worldwide, ranging from rural health systems to sophisticated
urban hospital systems.
In August 2009 the Company organized a wholly-owned limited liability company, Robertson Technology
Licensing, LLC to serve as a license contracting entity and to allocate revenues amongst
collaborators or affiliates. The consolidated financial statements include the accounts of this
subsidiary after elimination of intercompany transactions and accounts.
Development Stage Enterprise
The Company follows the presentation and disclosure requirements of the Financial Accounting
Standards Board (FASB), Accounting Standards Codification (ASC) ASC 915, Accounting and
Reporting by Development Stage Enterprises. Although principal operations of marketing and
licensing software solutions commenced during the year ended December 31, 2009, the Company has not
yet generated significant revenue.
Basis of Presentation
The financial statements have been prepared on the accrual basis, by management, in accordance with
accounting principles generally accepted in the United States 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, 2010, the Company has incurred
significant losses and negative cash flow from operations and has a deficit accumulated during the
development stage of $10,883,867. The Companys 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 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 in accordance with accounting
principles generally accepted in the United States of America for interim financial statements.
Accordingly, certain information normally included in financial statements prepared in accordance
with generally accepted accounting principles (GAAP) has been omitted. The interim consolidated
financial statements and notes thereto should be read in conjunction with the Companys audited
financial statements and notes thereto for the year ended December 31, 2009, from which the balance
sheet data as of that date was derived.
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,
2010, and its results of operations and cash flows for all periods presented.
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
Recent Accounting Pronouncements
In October 2009, the FASB issued ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue
Arrangements. This authoritative guidance revises the current accounting treatment to specifically
address how to determine whether an arrangement involving multiple deliverables contains more than
one unit of accounting. This guidance is applicable to revenue arrangements entered into or
materially modified during our first fiscal year that begins after June 15, 2010. The guidance may
be applied either prospectively from the beginning of the fiscal year for new or materially
modified arrangements or retrospectively. We are currently evaluating this authoritative guidance
to determine any potential impact that it may have on our financial results.
In October 2009, the FASB issued ASU 2009-14, Software: Certain Revenue Arrangements That Include
Software Elements. This authoritative guidance changes the accounting model for revenue
arrangements that include both tangible products and software elements. Tangible products
containing software components and non-software components that function together to deliver the
tangible products essential functionality, are no longer within the scope of the software revenue
guidance. This guidance is applicable to revenue arrangements entered into or materially modified
during our first fiscal year that begins after June 15, 2010. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially modified arrangements or
retrospectively. We do not expect the adoption to have a material impact on our financial results.
Income Taxes
The Company is organized as a limited liability company that is accounted for like a partnership
for federal and state income tax purposes and generally does not incur income taxes. Instead, the
Companys earnings and losses are included in the income tax returns of its members. Therefore, no
provision or liability for federal or state income taxes has been included in these financial
statements.
NOTE 2 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses include the following:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Payable to affiliate RRI for contract services (see Note 10) |
$ | 1,374,526 | $ | 1,258,691 | ||||
Payable to related party |
1,869 | 2,806 | ||||||
Accrued consulting fees payable to related party directors (see Note 10) |
243,175 | 237,175 | ||||||
Other accounts payable |
| 89,536 | ||||||
$ | 1,619,570 | $ | 1,588,208 | |||||
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
NOTE 3 NOTES PAYABLE
Notes payable consisted of the following:
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Bank note payable due in monthly
installments of $413, including interest
of 3.97% with a maturity of July 2010.
Note is secured by vehicle. |
$ | | $ | 1,231 | ||||
* Secured notes payable to related party
advisors with interest ranging from 10%
to 18% with no stated repayment term.
Includes accrued interest of $130,627
and $118,976, respectively. See Note 10. |
423,127 | 411,476 | ||||||
* Secured notes payable to members with
interest ranging from 10% to 18% with no
stated repayment term. Includes accrued
interest of $18,565 and $16,272,
respectively. See Note 10. |
83,565 | 81,272 | ||||||
** Secured note payable with interest at
5% with no stated repayment term.
Includes accrued interest of $2,544 and
$4,496, respectively. See Note 10. |
218,448 | 230,752 | ||||||
$ | 725,140 | $ | 724,731 | |||||
* | Notes are secured by Company assets and the license granted to the Company by Vanahab Health
Diagnostics, LLC. |
|
** | Note is secured by Company assets. |
All notes were considered current liabilities at March 31, 2010.
NOTE 4 CONVERTIBLE NOTES
During 2009 the Company issued $250,000 of notes payable to two members of the Company. The notes
accrue interest at 11% per annum, are due in April 2010 and are convertible with accrued interest
into units of membership interest at $1.00 per unit. At March 31, 2010, accrued interest amounted
to $22,573.
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
At March 31, 2010 the Company did not have sufficient membership interest authorized for conversion
of the notes and agreed under terms of the related loan agreement to take actions to authorize
additional membership interests. As management determined the exercise price was not in excess of
fair market value, no additional liability for the conversion feature has been recorded.
Subsequent to March 31, 2010 in April 2010 a total of $200,000 of the notes and interest were
noticed for conversion and the balance of $50,000 and related interest was not noticed and is now
considered a debt obligation, now past due. See Note 10.
During the quarter ended March 31, 2010 the Company issued $170,000 of notes payable to two members
of the Company. The notes accrue interest at 11% per annum, are due in June 2010 and are
convertible with accrued interest into units of membership interest at $1.00 per unit (see Note
10). At March 31, 2010, accrued interest amounted to $1,037. The Company issued warrants
exercisable on 170,000 units exercisable at $2.50 per unit until March 31, 2013. The fair value of
the warrants of $89,048 was recorded as a liability due to insufficient member interest authorized
and a beneficial conversion of $89,048 was recorded as a discount to the notes to be amortized over
the term of the notes to June 30, 2010. The Company recorded $15,320 of noncash expense from
amortization of this discount during the quarter ended March 31, 2010.
NOTE 5 MEMBERSHIP EQUITY
The Company was organized under the laws for limited liability companies in the State of Nevada and
has a perpetual term. The Companys ownership is represented by one class of membership interests
with units representing a pro rata ownership interest in the Companys capital, profits, losses and
distributions. Income and losses are allocated to all members in proportion to units held. Members
are not required to contribute additional capital, do not have preemptive rights and are subject to
certain restrictions on transfer of their interests. The Company is managed by its Manager.
The authorized units consist of 10,000,000 units, all of which were issued at formation. JVR
Technologies, LLC (JVR), a limited liability company controlled by the Companys Manager, Dr.
Joel Robertson, was issued 9,600,000 founder units at formation in consideration of intellectual
property assets. Subsequent to formation through January 2010, JVR has forfeited units then sold by
the Company to new members but is not required to do so and may not do so in the future. The net
effect has been that new member investments diluted only JVR and not prior members. At March 31,
2010 a total of 10,000,000 units were issued and outstanding.
NOTE 6 WARRANTS
In connection with the sale of certain membership interests for cash at $1.00 per unit during 2009
the Company granted the investors the right to purchase an additional unit at $1.00 per unit
through December 31, 2014. A total of 416,000 warrants were issued during the year and subsequently
in January 2010 the Company granted an additional 125,000 warrants for a total of 541,000 warrants
(see Note 10). The Company does not have sufficient membership interests authorized for exercise
of the warrants and agreed to take actions to authorize additional membership interests. The
Companys majority owner, JVR, has also guaranteed to make available personal membership interests
for any exercise of the warrants after December 31, 2010 should additional interests not be
available from the Company for exercise.
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
The Company determined in accordance with ASC 815-40, Derivatives and Hedging: Contracts in
Entitys Own Equity that insufficient member interests available for exercise of the warrants
prevented the instruments from being indexed to the Companys equity requiring liability treatment.
The fair value of the warrants granted was determined using the Black-Scholes valuation model
using the price of recent private sales of members equity, a calculated volatility rate of 65%
based on the historical volatility of comparable companies from a representative industry peer
group, risk free interest rates ranging from 1.99% to 2.73%, and a contractual life equal to the
remaining term of the warrants expiring December 31, 2014.
The fair value of the 125,000 warrants issued in January 2010 was $69,497. The warrant fair value
is adjusted each reporting period based on current assumptions, with the change in value recognized
in earnings and reported as other income (expense). The warrant fair value at March 31, 2010 was
$296,576 and the Company recorded a gain on revaluation of $6,956.
NOTE 7 FAIR VALUE
ASC 820-10, Fair Value Measurements and Disclosures defines fair value, and establishes a
three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure
requirements for fair value measures. Financial instruments measured at fair value on a recurring
basis as of December 31, 2009 are classified based on the valuation technique level in the table
below:
Significant | ||||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Instruments | Inputs | Inputs | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: |
||||||||||||||||
None |
$ | | $ | | $ | | $ | | ||||||||
Liabilities: |
||||||||||||||||
Warrant liability |
$ | 385,624 | $ | | $ | | $ | 385,624 |
As described in Note 6, the Company has warrants issued in 2009 and 2010 for which there are not
sufficient members interest available for exercise. In accordance with ASC 815-40 Derivatives and
Hedging: Contracts in Entitys Own Equity the Company classified the fair value of each warrant at
issuance as a liability. The Company used Level 3 inputs for its valuation methodology and the fair
value was determined by using the Black-Scholes option pricing model based on various assumptions
including significant unobservable inputs developed by management regarding peer company volatility
and unit price.
The following table reconciles the warrant derivative liability measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) for the three months ended March
31, 2010.
Balance at December 31, 2009 |
$ | 234,035 | ||
Issuance of new warrant derivatives from sale of member units |
69,497 | |||
Issuance of new warrant derivatives in connection with convertible notes |
89,048 | |||
Adjustment to fair value included in other income |
(6,956 | ) | ||
Balance at March 31, 2010 |
$ | 385,624 | ||
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
NOTE 8 RELATED PARTY TRANSACTIONS
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 substantially all corporate operational services including personnel,
occupancy and other vendor costs. These services are 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. During the three months ended March 31, 2010 and 2009 substantially all of the
services of RRI personnel were charged to the Company by RRI including the services of the
Companys Manager, Dr. Joel Robertson who is also a Trustee of RRI.
During the three months ended March 31, 2010 and 2009 the Company incurred costs billed by RRI
totaling $421,720 and $291,287 detailed as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2010 | 2009 | |||||||
Personnel and benefits |
289,927 | 199,177 | ||||||
Consulting and contract services |
1,775 | | ||||||
Travel and entertainment |
8,539 | 27,747 | ||||||
Occupancy |
27,453 | 28,513 | ||||||
Computer and software |
7,242 | 11,072 | ||||||
Professional fees |
67,706 | 6,987 | ||||||
Insurance |
8,633 | 7,847 | ||||||
Interest |
5,186 | 4,892 | ||||||
Other |
5,259 | 5,052 | ||||||
$ | 421,720 | $ | 291,287 | |||||
These amounts are included in the appropriate functional line items in the Companys statement of
operations. Amounts payable to RRI for such services at March 31, 2010 are listed in Note 2.
NOTE 9 COLLABORATION WITH RELATED PARTY
In September 2009 the Company entered into a collaboration agreement for a hospital information
system with Robertson Technology International, LLC (RTI), a related party. The collaboration
includes the Companys clinical decision support application. The Company received a $207,416
advance for collaboration work under the agreement. Since the advance is to be applied against
future license fees from RRI system sales, the Company has deferred the revenue as a current
liability.
NOTE 10 SUBSEQUENT EVENTS
In April and May 2010 the Company obtained $75,000 from 11% bridge notes repaid with interest in
June 2010.
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
On May 28, 2010 the Company entered into an Agreement and Plan of Recapitalization (Agreement)
with ASI Technology Corporation (ASIT) a public company. The Agreement resulted in the Companys
members receiving 150,000,000 shares of common stock of ASIT (for 10,000,000 units) representing
approximately 90% ownership of the post-merger shares outstanding in exchange for the business,
assets and liabilities of the Company which effectively became a wholly-owned subsidiary of ASIT
now named Robertson Health Services, Inc. (RHS). NxOpinion is effectively dissolved as a result
of the Agreement. ASIT had 17,313,723 shares of common stock outstanding and options exercisable
for 375,000 shares at exercise prices ranging from $0.20 to $0.45 per share.
The transaction between two operating companies is expected to be accounted for as a reverse
acquisition and a recapitalization due to the percentage control of the new shareholders. The
financial statements of the combined entity after the Agreement will reflect the historical results
of NxOpinion (now RHS) before the Agreement and will not include the historical financial results
of ASIT before the completion of the Agreement. Stockholders equity and loss per share of the
combined entity after the Agreement will be retroactively restated to reflect the number of shares
of common stock received by NxOpinion security holders pursuant to the Agreement, after giving
effect to the par value of the capital stock of ASIT, with the offset to additional paid-in
capital. As a result, the cost of the proposed Agreement is measured at net assets acquired of ASIT
and no goodwill will be recognized.
In connection with the Agreement the holders of the $370,000 of convertible notes (Note 4), 541,000
unit warrants (Note 6) and 170,000 convertible debt warrants (Note 4) were issued equivalent
replacement instruments on the same 15 for 1 ratio. The convertible notes and accrued interest are
now convertible at $0.06667 per share, the unit warrants are now 8,115,000 warrants exercisable at
$0.06667 per share and the convertible debt warrants are now 2,550,000 warrants exercisable at
$0.16667 per share.
Also in connection with the Agreement debt was restructured as follows:
| The Company obligation to RRI (Note 2) was reduced and discharged by $900,000. |
| Notes outstanding with five parties with a principal balance of $357,500 and accrued
and unpaid interest of $149,192 at March 31, 2010 (Note 3), effectively demand notes, were
exchanged for new notes at the same interest rates with a term of June 30, 2011 when all
unpaid principal and interest shall be payable. The holders were issued warrants for
shares of common stock of ASIT on an aggregate basis for 321,750 common shares exercisable
at $0.16667 per share for three years as an inducement. |
| Past consulting fees owed to two management advisors for $243,175 (Note 2) were
exchanged for notes with a 5% rate of interest and a term of June 30, 2011 when all unpaid
principal and interest shall be payable. The holders were issued warrants on an aggregate
of 218,865 common shares of ASIT stock exercisable at $0.16667 per share for three years
as an inducement. |
NxOpinion, LLC
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
(a development stage limited liability company)
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2010
| The Companys obligation on a $250,000 bank line of credit was assumed by ASIT with Dr.
Robertson continuing to guarantee the note. Dr. Robertson was issued warrants on an
aggregate of 225,000 common shares of ASIT stock exercisable at $0.1667 per share for
three years as consideration for his continuing guarantee. |
| At closing the Company was obligated on notes and accounts payable to its legal counsel
in the approximate aggregate amount of $350,000 (including the $218,448 secured note
listed in Note 4). ASIT has agreed to enter into an installment payment agreement to pay
outstanding notes and legal fees by December 31, 2010. |
Subsequent to the transactions outlined in the Agreement:
| ASIT entered into and became committed to a three-year employment agreement with Dr.
Robertson who was appointed Chairman and CEO. The agreement provides for monthly 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 a previous fiscal quarter. If the Company is profitable for the period from Closing
to December 31, 2010 then Dr. Robertson will earn a bonus of $120,000. The Company may pay
Dr. Robertson a separate bonus of up to $60,000 upon achievement of certain benchmarks. In
addition, Dr. Robertson was granted 1,500,000 in immediately exercisable penny warrants
(restricted securities) with a nominal exercise price. The Company has agreed to pay Dr.
Robertson a grossed-up tax bonus on or before April 15, 2011 sufficient to pay the
resulting tax liability of the warrants (estimated at $140,000) and has agreed to grant
him stock options under the 2010 stock plan on at least 1,500,000 shares of common stock. |
| The Company issued 3,213,345 shares of ASIT common stock on the conversion of $200,000
principal and accrued interest of the convertible notes described above and in Note 4. |
The Company announced its intention to obtain approval of a name change to Robertson Global Health
Solutions Corporation and effect a 1 for 15 reverse stock split as soon as practical.