Attached files
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EX-32.1 - EXHIBIT 32.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c12315exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c12315exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | c12315exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended December 31, 2010
Commission File Number 0-6428
Robertson Global Health Solutions Corporation
(Exact name of small business issuer as specified in its charter)
Nevada | 88-0105586 | |
(State or other jurisdiction of | (IRS Employer Identification No.) | |
incorporation or organization) | ||
4215 Fashion Square Blvd., Suite 3, Saginaw, Michigan | 48603 | |
(Address of principal executive offices) | (Zip Code) |
(989) 799-8720
(Issuers telephone number)
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 þ NO o
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). o Yes o No (not required)
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date:
Common Stock, $.001 par value | 11,543,369 | |
(Class) | (Outstanding at February 10, 2011) |
Robertson Global Health Solutions Corporation
INDEX
INDEX
Page | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
13 | ||||||||
16 | ||||||||
16 | ||||||||
17 | ||||||||
17 | ||||||||
17 | ||||||||
17 | ||||||||
17 | ||||||||
18 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 |
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. | Consolidated Financial Statements (unaudited): |
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
(a development stage company)
Consolidated Balance Sheets
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
(unaudited) | (unaudited) | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | 39,983 | $ | 40,976 | ||||
Accounts receivables related parties |
14,047 | 8,842 | ||||||
Installment sale receivable |
153,267 | | ||||||
Prepaid and other |
19,143 | 27,268 | ||||||
Total current assets |
226,440 | 77,086 | ||||||
Property and equipment, net |
5,741 | 4,114 | ||||||
Real estate held for sale, net |
| 696,625 | ||||||
Total assets |
$ | 232,181 | $ | 777,825 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 635,404 | $ | 584,279 | ||||
Accrued liabilities |
390,335 | 358,380 | ||||||
Related party deferred revenue |
207,416 | 207,416 | ||||||
Stockholder advances |
| 150,000 | ||||||
Notes payable directors and stockholders net |
843,259 | 814,826 | ||||||
Notes payable other net |
482,151 | 476,743 | ||||||
Current portion of facility exit liability |
59,325 | 51,056 | ||||||
Current portion bank term note |
50,000 | 50,000 | ||||||
Total current liabilities |
2,667,890 | 2,692,700 | ||||||
Long-term debt |
||||||||
Bank term note |
174,998 | 187,499 | ||||||
Facility exit liability |
15,676 | 31,098 | ||||||
Total long-term debt |
190,674 | 218,597 | ||||||
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,
11,543,369 shares issued and outstanding |
11,543 | 11,543 | ||||||
Paid-in capital |
12,311,393 | 11,922,729 | ||||||
Deficit accumulated during development stage |
(14,949,319 | ) | (14,067,744 | ) | ||||
Total stockholders deficit |
(2,626,383 | ) | (2,133,472 | ) | ||||
Total liabilities and stockholders deficit |
$ | 232,181 | $ | 777,825 | ||||
See accompanying notes to the interim consolidated financial statements
2
Table of Contents
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
(Unaudited)
April 11, 2005 | ||||||||||||
(date of | ||||||||||||
Three Months Ended | inception) to | |||||||||||
December 31, | December 31, | |||||||||||
2010 | 2009 | 2010 | ||||||||||
Revenues |
||||||||||||
Contract fees |
$ | | $ | 133,000 | $ | 133,000 | ||||||
Operating expenses |
||||||||||||
Cost of revenues |
| 139,536 | 139,536 | |||||||||
Product and content development |
242,148 | 105,726 | 5,786,105 | |||||||||
Selling, general and administrative |
610,621 | 287,182 | 7,265,307 | |||||||||
Impairment expense on real estate held for sale |
| | 1,548,375 | |||||||||
Total operating expenses |
852,769 | 532,444 | 14,739,323 | |||||||||
Operating loss |
(852,769 | ) | (399,444 | ) | (14,606,323 | ) | ||||||
Other income (expense) |
||||||||||||
Unrealized gain on derivative revaluation |
| 2,035 | 17,279 | |||||||||
Interest and other income |
11,975 | | 322,209 | |||||||||
Other expenses |
(2,878 | ) | | (96,150 | ) | |||||||
Interest expense |
(37,903 | ) | (23,792 | ) | (586,334 | ) | ||||||
Total other income (expense) |
(28,806 | ) | (21,757 | ) | (342,996 | ) | ||||||
Net loss |
$ | (881,575 | ) | $ | (421,201 | ) | $ | (14,949,319 | ) | |||
Loss per share (basic) |
$ | (0.08 | ) | $ | (0.04 | ) | $ | (1.48 | ) | |||
Weighted average number of common
shares outstanding |
11,543,369 | 10,000,000 | 10,134,129 | |||||||||
See accompanying notes to the interim consolidated financial statements
3
Table of Contents
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
(a development stage company)
(a development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
April 11, 2005 | ||||||||||||
(date of | ||||||||||||
Three Months Ended | inception) to | |||||||||||
December 31, | December 31, | |||||||||||
2010 | 2009 | 2010 | ||||||||||
Operating activities |
||||||||||||
Net loss |
$ | (881,575 | ) | $ | (421,201 | ) | $ | (14,949,319 | ) | |||
Adjustments to reconcile net loss to net
cash used by operating activities: |
||||||||||||
Depreciation |
551 | 2,102 | 42,729 | |||||||||
Amortization of deferred rent and facility exit liability |
(7,153 | ) | | (21,526 | ) | |||||||
Adjustment of accrued facility exit liability |
| | 29,953 | |||||||||
Unrealized gain on derivative revaluation |
| (2,035 | ) | (17,279 | ) | |||||||
Impairment expense |
| | 1,548,375 | |||||||||
Loss on sale of assets |
2,878 | | 2,878 | |||||||||
Gain on debt cancellation |
| | (262,088 | ) | ||||||||
Note discount accretion |
9,099 | | 110,509 | |||||||||
Beneficial conversion of convertible debt |
| | 89,048 | |||||||||
Value of warrants issued for note guarantee |
| | 16,384 | |||||||||
Stock based compensation |
210,289 | | 518,891 | |||||||||
Changes in: |
||||||||||||
Accounts receivable related parties |
(5,205 | ) | (83,000 | ) | (8,447 | ) | ||||||
Prepaid and other |
8,125 | | (11,866 | ) | ||||||||
Accounts payable and accrued expenses |
173,345 | 255,585 | 3,295,066 | |||||||||
Deferred revenue |
| 157,416 | 207,416 | |||||||||
Stockholder advances |
| | 150,000 | |||||||||
Accrued interest |
19,456 | 21,615 | 234,835 | |||||||||
Net cash used by operating activities |
(470,190 | ) | (69,518 | ) | (9,024,441 | ) | ||||||
Investing activities |
||||||||||||
Purchase of property and equipment |
(2,178 | ) | | (48,147 | ) | |||||||
Proceeds from sale of assets |
449,939 | | 749,939 | |||||||||
Cash received in merger transaction |
| | 243,296 | |||||||||
Net cash provided by investing activities |
447,761 | | 945,088 | |||||||||
Financing activities |
||||||||||||
Sale of common stock |
| 167,500 | 7,912,500 | |||||||||
Sale of warrants |
118,917 | 118,917 | ||||||||||
Repurchase of common stock |
| | (372,000 | ) | ||||||||
Payment of fractional shares |
| | (4,321 | ) | ||||||||
Proceeds from issuance of debt |
| | 920,416 | |||||||||
Repayment of debt |
(97,481 | ) | (63,012 | ) | (456,176 | ) | ||||||
Net cash provided (used) by financing
activities |
21,436 | 104,488 | 8,119,336 | |||||||||
Net increase (decrease) in cash |
(993 | ) | 34,970 | 39,983 | ||||||||
Cash, beginning of period |
40,976 | 363 | | |||||||||
Cash, end of period |
$ | 39,983 | $ | 35,333 | $ | 39,983 | ||||||
SUPPLEMENTAL CASH-FLOW INFORMATION |
||||||||||||
Cash paid for interest |
$ | 9,348 | $ | 2,175 | $ | 159,783 | ||||||
Transfers of liabilities from affiliate for costs incurred |
$ | | $ | 209,135 | $ | 824,053 | ||||||
Derivative liability recorded for warrants |
$ | | $ | 94,306 | $ | 17,279 | ||||||
Issuance of debt in redemption of accrued liabilities |
$ | 90,265 | $ | | $ | 715,897 | ||||||
Repayment of advances from proceeds from sale of assets |
$ | 150,000 | $ | | $ | 150,000 |
See accompanying notes to the interim consolidated financial statements
4
Table of Contents
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES
(a development stage company)
(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 module, 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 NxOpinions founder and the Companys 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 Advisors medical knowledge platform modules include chronic disease
management, treatment adherence, electronic health records, and diagnostics that mimic skilled
clinical reasoning to determine the most possible and probable diagnosis. In addition, RHealth
Advisor provides the latest treatment options given presenting symptoms based on patient facts,
health history, user skill level, geographical location, resources available and other available
data. RHealth Advisors 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 with Microsoft Corporation and other healthcare technology leaders have
demonstrated, in managements 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) 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 December 31, 2010, the Company has
incurred significant losses and negative cash flow from operations and has a deficit accumulated
during the development stage of $14,949,319. 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 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 Companys audited financial statements and notes thereto for the transition
period ended September 30, 2010, from which the balance sheet data as of that date was derived.
5
Table of Contents
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 December
31, 2010, 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 Companys consolidated financial statements
reflect NxOpinions results as a development stage company from NxOpinions Inception on April 11,
2005. The Companys 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 operates 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 Companys
operating environment. These estimates are based on managements 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
Companys common stock outstanding during the period. At December 31, 2010 and 2009, a total of
1,652,119 and 681,793, respectively, of potentially dilutive securities consisting of options (2010
only), warrants, and convertible debt (2009 only) were not used for any computation of dilution for
each period then ended as they would have been antidilutive.
6
Table of Contents
3. Property and Equipment
Property and equipment consisted of computer equipment and vehicles as follows:
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
Computer hardware |
$ | 31,211 | $ | 29,033 | ||||
Vehicle |
22,478 | 22,478 | ||||||
53,689 | 51,511 | |||||||
Accumulated depreciation |
(47,948 | ) | (47,397 | ) | ||||
Property and equipment, net |
$ | 5,741 | $ | 4,114 | ||||
4. Real Estate
In October 2010, the Company entered into a letter agreement, as amended, with an entity controlled
by a former director, to sell its three real estate properties and for the sale of warrants to
purchase up to 150,000 shares of the common stock at $2.50 per share for a term of five years (the
Warrants) on an installment basis at a price of $900,000 payable over five months. As of December
31, 2010 the Company had received installment payments totaling $746,733, net of $177,878 of
closing costs, commissions and shareholder advances, and issued 100,000 Warrants. In January 2011,
the Company received the final installment of $153,267 and issued the final 50,000 Warrants.
No interest was imputed on the deferred installments due to the short nature of the transaction and
the Company paid factoring fees totaling $15,000 from October 2010 through January 2011 for early
installment remittances.
The fair value of the Warrants sold with the real estate was computed at $178,375 using the
Black-Scholes valuation model using a calculated volatility rate of 68.5% based on the historical
volatility of comparable companies from a representative industry peer group, a risk free interest
rate of 1.15%, and a contractual life equal to the term of the warrants expiring in 2015.
At December 31, 2010, the installment receivable consisted of $153,267 (subsequently received in
January 2011). A loss of $2,878, the amount of unanticipated title and escrow charges on the sale,
was recorded as the properties were recorded as real estate held for sale at the anticipated net
sales value at September 30, 2010 after reduction for the value of the Warrants.
5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include the following:
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
Accounts payable |
||||||||
Payable to unrelated parties |
$ | 77,654 | $ | 66,510 | ||||
Payable to affiliate RRI for contract
services (see Note 11) |
546,375 | 516,144 | ||||||
Payable to related parties |
11,375 | 1,625 | ||||||
Total accounts payable |
$ | 635,404 | $ | 584,279 | ||||
Accrued liabilities |
||||||||
Accrued wages and vacation |
$ | 232,911 | $ | 192,206 | ||||
Accrued bonus payable to CEO |
140,000 | 140,000 | ||||||
Other accrued liabilities |
17,424 | 26,174 | ||||||
Total accrued liabilities |
$ | 390,335 | $ | 358,380 | ||||
7
Table of Contents
6. 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.
The Company entered into a sublease on the 3,747 feet of improved office space commencing in June
2010. The landlord granted a 50% rent concession for the six months ending December 2009 and a 25%
concession for the twelve months ending December 2010.
The following table summarizes facility exit liability activity for the three months ended December
31, 2010:
Accrual balance at September 30, 2010 |
$ | 82,154 | ||
Accretion expense |
1,236 | |||
Payment net |
(8,389 | ) | ||
Accrual balance at December 31, 2010 |
75,001 | |||
Less: current portion |
(59,325 | ) | ||
Facility exit liability |
$ | 15,676 | ||
All facility exit costs and related accretion expense are included in selling, general and
administrative expenses in the accompanying statement of operations.
8
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7. Notes Payable
Notes payable consist of the following:
December 31, | September 30, | |||||||
2010 | 2010 | |||||||
Notes payable stockholders |
||||||||
Unsecured notes payable to related party
directors with interest ranging from 10%
to 18% with principal and interest due
June 30, 2011. Includes accrued interest
of $166,226 and $154,317, respectively.
Net of note discount of $8,717 and
$13,148, respectively. |
$ | 450,009 | $ | 433,669 | ||||
Unsecured notes payable to stockholders
with interest ranging from 10% to 18% with
principal and interest due June 30, 2011.
Includes accrued interest of $25,572 and
$23,228, respectively. Net of note
discount of $1,937 and $2,922
respectively. |
88,635 | 85,306 | ||||||
Unsecured notes payable issued at Merger
for prior consulting fees owed to two
directors. Principal and interest at 5%
per annum is due on June 30, 2011.
Includes accrued interest of $7,229 and
$4,164, respectively. Net of note discount
of $7,250 and $10,933, respectively. |
243,154 | 236,406 | ||||||
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
$11,461 and $9,445, respectively. |
61,461 | 59,445 | ||||||
Total notes payable directors and
stockholders (current) |
$ | 843,259 | $ | 814,826 | ||||
Notes payable other current |
||||||||
Unsecured installment note, at 5%
compounded monthly, with minimum monthly
payments of $20,000 commencing July 2010
with the balance due December 28, 2010.
Includes accrued interest of $122 and $0,
respectively. |
$ | 482,151 | $ | 476,743 | ||||
Notes payable other long-term |
||||||||
Five year bank term note with interest at
prime plus 1%, with monthly installments
of $4,167. Note is guaranteed by the
Companys CEO. |
224,998 | 237,499 | ||||||
Less: Long-term portion of bank term note |
(174,998 | ) | (187,499 | ) | ||||
Notes payable other (current portion) |
$ | 50,000 | $ | 50,000 | ||||
9
Table of Contents
8. 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. 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):
Three Months Ended | ||||
December 31, | ||||
2010 | ||||
Volatility |
71 | % | ||
Risk-free interest rate |
1.67 | % | ||
Forfeiture rate |
0.00 | % | ||
Dividend yield |
0.00 | % | ||
Expected life in years |
5 | |||
Weighted average fair value of options granted |
$ | 1.30 |
Since the Companys stock is not actively traded and the merger changed the nature of the Companys
business, the Companys management estimated its 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 these peer companies. The risk-free
interest rate is based on rates published by the Federal Reserve Board. The dividend yield of zero
is based on the fact that 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 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 Companys 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 $210,289 and $-0- of stock compensation expense for the three months ended
December 31, 2010 and 2009, respectively. As of December 31, 2010, total estimated compensation cost of options
granted but not yet vested was approximately $408,852 and is expected to be recognized over the
weighted average period of 1.7 years.
The following table summarizes stock option activity for the three months ended December 31, 2010:
Weighted- | Aggregate | Average | ||||||||||||||
Average | Intrinsic Value | Life | ||||||||||||||
Shares | Exercise Price | (2) | (Years) | |||||||||||||
Outstanding beginning of period |
590,078 | $ | 3.22 | |||||||||||||
Granted |
100,000 | $ | 2.20 | |||||||||||||
Exercised |
| |||||||||||||||
Cancelled |
| |||||||||||||||
Outstanding end of period (1) |
690,078 | $ | 3.10 | $ | 30,000 | 4.9 | ||||||||||
Options exercisable at end of
period |
316,958 | $ | 3.06 | $ | 30,000 | 4.8 | ||||||||||
(1) | Options outstanding are exercisable at prices ranging from $2.20 to $6.75 and expire over the period 2011 to 2015. | |
(2) | Aggregate intrinsic value is based on the closing price of our common stock on December 31, 2010 of $2.50 per share. |
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Warrants
The following table summarizes warrant activity for the three months ended December 31, 2010:
Average | ||||||||
Exercise | ||||||||
Price Per | ||||||||
Number | Share | |||||||
Shares purchaseable under outstanding warrants at September 30,
2010 |
862,041 | $ | 1.27 | |||||
Stock purchase warrants sold in connection with real estate sale |
100,000 | $ | 2.50 | |||||
Shares purchaseable under outstanding warrants at December 31, 2010 |
962,041 | $ | 1.40 | |||||
In January 2011, the Company issued the balance of 50,000 warrants in connection with the real
estate sale (see Note 4).
At December 31, 2010, 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 |
51,041 | $ | 2.50 | May 28, 2013 | ||||||||
Warrants |
100,000 | $ | 0.01 | May 28, 2013 | ||||||||
Warrants |
50,000 | $ | 2.50 | October 22, 2015 | ||||||||
Warrants |
50,000 | $ | 2.50 | November 12, 2015 | ||||||||
962,041 | ||||||||||||
9. Fair Value Measurements
The carrying amounts of cash and equivalents, receivables and accounts payable approximate fair
values due to the short-term maturities of these instruments.
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.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company had no assets or liabilities measured at fair value on a recurring basis at December
31, 2010.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company had no assets or liabilities measured at fair value on a nonrecurring basis as of
December 31, 2010.
The Company periodically evaluates the facts and assumptions used to estimate the fair value of its
facility exit liability (Note 6).
Real estate previously considered by RGHS as an asset measured at fair value on a nonrecurring
basis was sold in October 2010, as further described in Note 4.
10. Income Taxes
Prior to the Merger, the Company was organized as a limited liability company accounted for like a
partnership for federal and state income tax purposes and generally did not incur income taxes.
Instead, the Companys earnings and losses were included in the income tax returns of its members.
Therefore, no provision or liability for federal or state income taxes has been included in the
financial statements for the operations prior to the Merger.
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Due to the Merger transaction, NxOpinion is now treated as a corporation for income tax purposes
and will be taxed as such for the earnings during the period beginning May 29, 2010. The Company
has incurred losses for each of the periods since its inception and since the Merger. The tax
attributes of the legal acquirer (formerly ASI now RGHS) prior to the merger included approximately
$2,950,000 of net operating losses whose benefits may be substantially limited due to the change in
ownership. Those prior Merger losses and losses of the Company after the Merger since being
taxable as a corporation have appropriately been recorded as a deferred tax asset with an
offsetting valuation allowance as the losses are not more likely than not to be utilized prior to
their expiration. Accordingly, no tax provision or benefit was recognized during each of the
periods presented.
The provision for income taxes for the three months ended December 31, 2010 and 2009, respectively,
has been determined to be zero as the Company had net operating losses for tax purposes and has
determined that any benefit from these tax losses may not be realized prior to their expiration.
Accordingly, no tax provision or benefit was recognized during each of the periods presented.
11. 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 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. During the three
months ended December 31, 2009, substantially all of the services of RRI personnel were charged to
the Company by RRI, including the services of the Companys CEO, Dr. Joel Robertson, through the
date of the Merger. Dr. Robertson is also a Trustee of RRI. Certain expenses continue to be paid
by RRI and are charged to the Company at cost as incurred.
During the three months ended December 31, 2010 and 2009 the Company incurred costs billed by RRI
totaling $57,684 and $378,709 detailed as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
Personnel and benefits |
$ | 26 | $ | 305,086 | ||||
Professional fees |
| 253 | ||||||
Occupancy |
2,345 | 25,585 | ||||||
Travel and entertainment |
45,712 | 15,114 | ||||||
Marketing |
213 | 348 | ||||||
Insurance |
| 5,338 | ||||||
Interest |
1,842 | 6,429 | ||||||
Computer and software |
1,264 | 12,377 | ||||||
Consulting and contract services |
| 3,125 | ||||||
Other |
6,282 | 5,054 | ||||||
$ | 57,684 | $ | 378,709 | |||||
These amounts are included in the appropriate functional line items in the Companys statement of
operations. Amounts payable to RRI for such services at December 31, 2010 are listed in Note 5.
12. Commitments and Contingencies
Going Concern
The Company incurred significant losses during the last two fiscal years and the last three months,
and as a result it has limited funds and liquidity with which to operate. The Companys operating
plans will require additional funds. Additional funds may be obtained in the form of debt or equity
financings. During the balance of fiscal 2011, 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.
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Facility Leases
In July 2010, the Company entered into a 24 month lease, commencing July 1, 2010, for approximately
5,625 square feet of improved office space with a current aggregate payment of $5,562 per month excluding utilities and
costs. Future lease commitments aggregated $100,116 at December 31, 2010.
The Company is committed on monthly lease payments on a former facility at a current monthly rate
of $8,725 per month net of a sublease (see Note 6). Future lease commitments aggregated $115,797 at
December 31, 2010.
Employment Agreement
The Company is committed on an employment agreement with its President and Chief Executive Officer
currently providing 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 a previous fiscal quarter. The Company may pay Dr. Robertson a separate
bonus of up to $60,000 upon achievement of certain benchmarks.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANYS 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
management system, use of mathematical and statistical bases and business process for our core
software platform was invented by our founder and CEO, Dr. Joel Robertson (Dr. Robertson), 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 Advisors medical
knowledge platform modules include a diagnostics module that mimics skilled clinical reasoning to
determine the most possible and probable diagnosis and then the unique ability to provide 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 modules
include chronic disease management, treatment adherence and electronic health records. RHealth
Advisors 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 with Microsoft Corporation and other healthcare technology leaders have
demonstrated, in our managements view, that RHealth Advisor is ready for worldwide
commercialization and we are now scaling and customizing our software for targeted large volume
applications.
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We are organized to generate revenue by licensing our software platform and modules generally
through collaborative efforts with other organizations. License and revenue agreements have been
signed with affiliated companies and collaboration partners. These agreements have not yet
generated significant revenue for us, but have been issued in anticipation of RHealth Advisors
commercialization. We expect license fees to be either (a) subscription based or transaction based
to vary depending on the RHealth Advisor applications used and the market profile of each
prospective customer 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. Management has plans to generate revenues and to seek additional capital, as
described herein. However, 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 financial statements.
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 Managements
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report of
Form 10-KT for the period ended September 30, 2010 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, real
estate valuation and impairment, 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 three months ended December 31, 2010. For further information on our
critical accounting policies, refer to Note 2 to the financial statements in our Annual Report on
Form 10-KT for the period ended September 30, 2010.
Comparison of Operating Results for the Three Months Ended December 31, 2010 and 2009
Revenues. No revenues were generated during the three months ended December 31, 2010. The
revenue recognized during the three months ended December 31, 2009 related to a one time
development collaboration agreement with Microsoft. Such revenue was not related to the planned
commercialization of our current product.
Expenses. A reduction in the cost of revenues from the three months ended December 31,
2010 compared to December 31, 2009 resulted from expensing $139,536 in technology costs during the
three months ended December 31, 2009. These costs were associated with the one time development
collaboration agreement with Microsoft.
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An increase in the product and content development costs from the quarter ending December 31, 2010
compared to the quarter ending December 31, 2009 were mainly due to increases in personnel costs,
stock option expenses, travel expenses and consulting fees. An increase of $28,759 in personnel
costs resulted primarily from an increased allocation of employee time spent on product and content
development. Additionally, costs for the three months ending December 31, 2010 included $11,307 of
non-cash stock-based compensation costs resulting from grants of options under the 2010 Incentive
Plan. There were no comparable non-cash stock-based compensation costs for the quarter ending
December 31, 2009. An increase of $16,323 in travel costs resulted from additional travel for
work with collaborative partners. Consulting fees increased by $78,453 due
primarily to the utilization in the quarter ending December 31, 2010 of a technology consulting
firm for implementation management and application design and development. 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 an increase in the selling, general and administrative costs during the three months
ended December 31, 2010 compared to December 31, 2009. Legal fees incurred during the three months
ended December 31, 2010 were $95,782 more than in the same three months of 2009. During 2010,
substantial legal work was performed on the Companys
transition report on Form 10-KT and relating to threatened litigation. Accounting fees during the
quarter ending December 31, 2010 increased $10,210 compared to the quarter ending December 31,
2009, relating to the audit of the transition period. Consulting fees increased $15,550, primarily
resulting from SEC consulting work. During the quarter ending December 31, 2010, $12,000 of
factoring fees were paid and expensed. There were no comparable factoring fees during the quarter
ending December 31, 2009. An increase of $14,065 resulted from additional travel for meeting with
prospective collaborative partners. There was a decrease of $55,877 resulting from a decreased
allocation of employee time spent on general and administrative activities, as well as a decrease
in the salary of the Companys President and CEO resulting from a revised contract.
Costs for the quarter ending December 31, 2010 included $198,982 of non-cash stock-based
compensation costs, of which there was no comparable expense in 2009. 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 December 31, 2010, we had cash and equivalents of $39,983 compared to $40,976 at September 30,
2010. Net cash used by operating activities was $470,190 during the three months ended December
31, 2010, compared to $69,518 used by operating activities for the three months ending December 31,
2009. The current period net cash used by operating activities resulted primarily from the net
loss of $881,575 reduced by $210,289 of non-cash stock-based compensation and a $173,345 increase
in accounts payable and accrued expenses. Until the company generates revenues, we expect
continued cash operating deficits.
Cash in the amount of $568,856 was received from installments payments from the sale of real estate
and warrants during the most recent quarter. The balance of $153,267 was received in January 2011.
Our principal source of liquidity at December 31, 2010 consisted of cash and equivalents of $39,983
and our installment sale receivable of $153,267. Management expects that given the current rate of
expenditures it will require approximately $3,600,000 to meet its operating requirements for the
next twelve months. We also have principal amounts on debt of $1,182,704 due in the next twelve
months. 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 curtail or scale back operations. Failure to obtain sufficient
capital could have a material adverse affect on our Company.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during
the period ended December 31, 2010, or subsequently thereto, that we believe are of potential
significance to our financial statements.
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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 December 31,
2010, 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 Transition Report on Form 10-KT for the
period ended September 30, 2010, continues to manifest as a weakness in our disclosure controls and
procedures at December 31, 2010. 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
December 31, 2010, we did not maintain effective disclosure controls and procedures.
(b) Changes in internal controls over financial reporting.
At September 30, 2010, Management identified the lack of independent oversight by an audit
committee of independent members of the Board of Directors as a material weakness in our internal
control over financial reporting. We remediated this weakness by establishing in November 2010 an
independent audit committee.
With regard to the lack of segregation of duties within accounting functions, our Chief Executive
and Chief Financial Officers have concluded that with certain management oversight controls that
are in place and the use of an outside SEC and GAAP consultant for each period closing that the
risks associated with limited accounting personnel is not sufficient to justify the costs of adding
personnel at this time. However, management has implemented an oversight process in which all
disbursements are reviewed by a member of management separate from the signature and recording
function and is reviewing other steps to mitigate this control deficiency.
Other than described in the preceding paragraphs, there have been no changes in our internal
controls over financial reporting during our fiscal quarter ended December 31, 2010 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.
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 managements 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
managements attention from our business and operations.
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As previously disclosed on Form 10-KT for the transition period ended September 30, 2010,
Robertson Technology Licensing, LLC, a wholly-owned subsidiary of the Company, has been threatened
with litigation by Aversien Science, LLC and R.E. Lloyd Group Holdings, LLC (the Claimants). The
Claimants contend that Robertson Technology Licensing, LLC, entered into a series of agreements
granting the Claimants the right to serve as exclusive agents of the Company in connection with
certain transactions that were being considered by the Company. The Company disputes the agency of
the Claimants. Further, the Company has elected not to pursue the transactions allegedly
contemplated by the agency and believes there is therefore no basis for the maintenance of the
claims.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
(a) none
(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 $62,382.
The Company is in default of its repayment obligation on a promissory note dated May 27, 2010
in the original principal amount of $331,547, increased by additional invoices billed. The note
matured on December 28, 2010. The note bears interest at 5% per annum. The total amount due,
including accrued and unpaid interest, on the date of filing of this Report is $464,790.
Item 4. | (Removed and Reserved) |
Item 5. | Other Information |
None
Item 6. | Exhibits |
Exhibits
2.1 | Original Letter Agreement dated October 13, 2010 (incorporated by reference
from Exhibit 10.1 to the Companys Current Report Form 8-K dated October 19, 2010) |
|||
2.2 | Letter dated October 20, 2010 confirming amendment to Original Letter Agreement
dated October 13, 2010 (previously filed as Exhibit 2.2 to our Current Report on Form
8-K filed on October 26, 2010 and incorporated herein by reference). |
|||
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 | Letter Agreement dated October 13, 2010 regarding sale of parcels and exhibit
thereto (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on
October 19, 2010 and incorporated herein by reference). |
|||
10.2 | Letter dated October 20, 2010 confirming amendment to Original Letter Agreement
dated October 13, 2010 (previously filed as Exhibit 2.2 to our Current Report on Form
8-K filed on October 26, 2010 and incorporated herein by reference). |
|||
10.3 | Product Distribution Agreement between Robertson Technologies Licensing, LLC
and Montana Healthcare Solutions PTY Ltd effective December 6, 2010 (previously filed
as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2010 and
incorporated herein by reference). |
|||
10.4 | Sanlam Health Addendum to Product Distribution Agreement between Robertson
Technologies Licensing, LLC and Montana Healthcare Solutions PTY Ltd effective December
6, 2010 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on
December 10, 2010 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. |
* | Filed herewith |
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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: February 11, 2011 | 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) |
18