ROBERTSON GLOBAL HEALTH SOLUTIONS CORP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP	ex31-1.htm
EX-31.2 - EXHIBIT 31-2 - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2012

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)

3555 Pierce Rd., Saginaw, Michigan	48604
(Address of principal executive offices)	(Zip Code)

(989) 799-8720

(Issuer's 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 [X] NO [ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

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

Common Stock, $.001 par value	12,932,187
(Class)	(Outstanding at August 8, 2012)

Robertson Global Health Solutions Corporation

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements:

	Consolidated Balance Sheets as of June 30, 2012 and September 30, 2011 (unaudited)	3

	Consolidated Statements of Operations for the three and nine months ended June 30, 2012 and 2011 and date of inception to June 30, 2012 (unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended June 30, 2012 and 2011 and date of inception to June 30, 2012 (unaudited)	5

	Notes to Interim Consolidated Financial Statements (unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 4.	Controls and Procedures	16

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults upon Senior Securities	17
Item 4.	Not Applicable	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

SIGNATURES		19

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited):

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Balance Sheets

	June 30, 2012 (unaudited)			September 30, 2011 (unaudited)
ASSETS
Current assets
Cash	$	21,483		$	90,585
Accounts receivable		6,378			41,500
Accounts receivable - related parties		93,694			47,031
Prepaid and other		57,703			35,663
Total current assets		179,258			214,779

Property and equipment, net		7,674			8,487

Total assets	$	186,932		$	223,266

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	1,090,316		$	978,152
Accrued liabilities		809,641			672,088
Deferred revenue		48,167			31,500
Stockholder advances		20,000			-
Notes payable related parties - net		1,060,713			852,813
Notes payable other - net		575,117			531,018
Current portion of facility exit liability		-			32,329
Current portion bank term note		54,167			50,000
Total current liabilities		3,658,121			3,147,900

Long-term debt
Bank term note		99,992			137,495
Total long-term debt		99,992			137,495

Stockholders' deficit
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, authorized 20,000,000, 12,932,187 and 12,352,187 shares issued and outstanding, respectively		12,932			12,352
Paid-in capital		14,244,410			13,801,666
Deficit accumulated during development stage		(17,828,523	)		(16,876,147	)
Total stockholders' deficit		(3,571,181	)		(3,062,129	)

Total liabilities and stockholders' deficit	$	186,932		$	223,266

See accompanying notes to the consolidated financial statements

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,						April 11, 2005 (date of inception) to June 30,
	2012			2011			2012			2011			2012

Revenues
Contract fees	$	-		$	-		$	-		$	-		$	143,000
Contract fees - related party		-			207,416			-			207,416			207,416
Total revenues		-			207,416			-			207,416			350,416

Operating expenses
Cost of revenues		-			-			-			-			139,536
Product and content development		47,162			240,952			208,280			692,909			6,756,589
Selling, general and administrative		188,072			394,361			648,276			1,576,794			9,204,981
Impairment expense on real estate held for sale		-			-			-			-			1,548,375
Total operating expenses		235,234			635,313			856,556			2,269,703			17,649,481
Operating loss		(235,234	)		(427,897	)		(856,556	)		(2,062,287	)		(17,299,065	)

Other income (expense)
Unrealized gain on derivative revaluation		-			-			-			-			17,279
Interest and other income		-			9,334			12,060			32,550			360,684
Other expenses		-			(485	)		-			(19,380	)		(97,236	)
Interest expense		(39,319	)		(39,948	)		(107,880	)		(115,820	)		(810,185	)
Total other income (expense)		(39,319	)		(31,099	)		(95,820	)		(102,650	)		(529,458	)

Net loss	$	(274,553	)	$	(458,996	)	$	(952,376	)	$	(2,164,937	)	$	(17,828,523	)

Loss per share (basic)	$	(0.02	)	$	(0.04	)	$	(0.08	)	$	(0.19	)	$	(1.69	)

Weighted average number of common shares outstanding		12,749,769			11,713,789			12,489,778			11,613,463			10,541,539

See accompanying notes to the consolidated financial statements

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended June 30,						April 11, 2005 (date of inception) to June 30,
	2012			2011			2012

Operating activities
Net loss	$	(952,376	)	$	(2,164,937	)	$	(17,828,523	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		1,495			1,316			45,539
Amortization of deferred rent and facility exit liability		(32,329	)		(35,271	)		(97,613	)
Adjustment of accrued facility exit liability		-			16,502			31,038
Unrealized gain on derivative revaluation		-			-			(17,279	)
Impairment expense		-			-			1,548,375
(Gain) loss on sale of assets		(60	)		2,878			2,818
Gain on debt cancellation		-			-			(262,088	)
Note discount accretion		-			27,003			128,413
Beneficial conversion of convertible debt		-			-			89,048
Value of warrants issued for note guarantee		-			-			16,384
Stock based compensation		153,324			593,523			1,118,279
Changes in:
Accounts receivable		35,122			-			(6,378	)
Accounts receivable - related parties		(46,663	)		(15,169	)		(88,094	)
Prepaid and other		(22,040	)		(19,958	)		(50,426	)
Accounts payable and accrued expenses		303,709			641,288			4,317,131
Deposits		-			-			(3,747	)
Deferred revenue		16,667			(207,416	)		48,167
Accrued interest		86,787			64,971			396,938
Net cash used by operating activities		(456,364	)		(1,095,270	)		(10,612,018	)
Investing activities
Purchase of property and equipment		(1,346	)		(6,239	)		(53,555	)
Proceeds from sale of assets		-			543,747			843,747
Cash received in merger transaction		-			-			243,296
Net cash provided (used) by investing activities		(1,346	)		537,508			1,033,488
Financing activities
Net change in stockholder advances		20,000			76,742			170,000
Sale of common stock		290,000			420,000			8,822,500
Sale of warrants		-			178,375			178,375
Repurchase of common stock		-			-			(372,000	)
Proceeds from exercise of warrants		-			-			75,000
Payment of fractional shares		-			-			(4,321	)
Proceeds from exercise of stock options		-			1,800			1,800
Proceeds from issuance of debt		140,000			-			1,335,416
Repayment of debt		(61,392	)		(157,933	)		(606,757	)
Net cash provided by financing activities		388,608			518,984			9,600,013
Net increase (decrease) in cash		(69,102	)		(38,778	)		21,483
Cash, beginning of period		90,585			40,976			-
Cash, end of period	$	21,483		$	2,198		$	21,483

SUPPLEMENTAL CASH-FLOW INFORMATION
Cash paid for interest	$	21,093		$	22,104		$	203,627
Transfers of liabilities from affiliate for costs incurred	$	-		$	-		$	824,053
Derivative liability recorded for warrants	$	-		$	-		$	17,279
Issuance of debt in redemption of accrued liabilities	$	-		$	145,756		$	806,005
Issuance of debt in redemption of accounts payable	$	53,267		$	-		$	53,267
Repayment of advances from proceeds from sale of assets	$	-		$	150,000		$	150,000
Issuance of stock on conversion of debt	$	-		$	-		$	741,215
Non-cash payment on accounts payable	$	725		$	-		$	725

See accompanying notes to the consolidated financial statements

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to the Interim Consolidated Financial Statements (unaudited)

1. Nature of Operations and Basis of Presentation

Nature of Operations

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

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

Description of Business

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

Development Stage Enterprise

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

Basis of Presentation

The financial statements have been prepared on the accrual basis by management in accordance with generally accepted accounting principles in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. From inception to June 30, 2012, the Company has incurred significant losses and negative cash flow from operations and has a deficit accumulated during the development stage of $17,828,523. The Company's ability to emerge from the development stage and continue as a going concern is in doubt and is dependent upon obtaining additional financing and/or attaining a profitable level of operations. Management has plans to generate revenue producing business and to seek additional capital. These financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

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

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 June 30, 2012, and its results of operations and cash flows for all periods presented.

Principles of Consolidation

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

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

Adjustments to Historical Financial Statements

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

Use of Estimates in the Preparation of Consolidated Financial Statements

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

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

Recent Accounting Pronouncements

A number of new authoritative accounting standards have been issued during recent months that have been evaluated by the Company and determined not to have a material effect on the financial position and results of operations of the Company.

2. Loss Per Share

Loss per share is calculated by dividing net loss by the weighted average number of shares of the Company’s common stock outstanding during the period. At June 30, 2012 and 2011, a total of 1,786,614 and 1,786,617, respectively, of potentially dilutive securities consisting of options and warrants were not used for any computation of dilution for each period then ended as they would have been antidilutive.

3. Property and Equipment

Property and equipment consisted of computer equipment and vehicles as follows:

	June 30, 2012			September 30, 2011
Computer hardware	$	32,121		$	31,546
Vehicle		22,478			22,478
		54,599			54,024
Accumulated depreciation		(46,925	)		(45,537	)
Property and equipment, net	$	7,674		$	8,487

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include the following:

	June 30, 2012		September 30, 2011
Accounts payable
Payable to unrelated parties	$	512,793	$	436,632
Payable to affiliate RRI for contract services (see Note 8)		493,923		511,520
Payable to related parties		83,600		30,000
Total accounts payable	$	1,090,316	$	978,152

Accrued liabilities
Accrued wages and vacation	$	590,490	$	348,133
Accrued bonus payable to CEO		140,000		140,000
Other accrued liabilities		79,151		183,955
Total accrued liabilities	$	809,641	$	672,088

5. Facility Exit Liability and Costs

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

The following table summarizes facility exit liability activity for the nine months ended June 30, 2012:

Accrual balance at September 30, 2011	$	32,329
Accretion expense		635
Payment - net		(32,964	)
Accrual balance at June 30, 2012	$	-

In the accompanying statement of operations, the expense for accrual corrections are included in other expenses, and all other facility exit costs and related accretion expense are included in selling, general and administrative expenses.

6. Notes Payable

Notes payable consist of the following:

	June 30, 2012		September 30, 2011
Notes payable - related parties

Unsecured notes payable to related party directors with interest ranging from 10% to 18% with principal and interest due December 31, 2011. Includes accrued interest of $173,397 and $147,911, respectively. These notes are currently in default.	$	380,897	$	355,411

Unsecured note payable to stockholder with interest at 10% with principal and interest due December 31, 2011. Includes accrued interest of $15,863 and $13,611, respectively. These notes are currently in default.		45,863		43,611

Unsecured notes payable issued at Merger for prior consulting fees owed to two directors. Principal and interest at 5% per annum due December 31, 2011. Includes accrued interest of $25,450 and $16,322, respectively. These notes are currently in default.		268,625		259,497

Unsecured 11% note payable resulting from non-conversion of convertible note issued in April 2009. This note is currently in default with the default interest rate being 16%. Includes accrued interest of $23,451 and $17,445, respectively.		73,451		67,445

Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum was due on December 15, 2011. This note is currently in default with the default interest rate being 18%. Includes accrued interest of $17,959 and $1,849, respectively.		142,959		126,849

Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum due on June 30, 2012. Includes accrued interest of $8,918 and $0, respectively.		148,918		-

Total notes payable - related parties (current)	$	1,060,713	$	852,813

Notes payable - other current

Installment note, at 5% compounded monthly, was due June 1, 2012. Secured by company assets. This note is currently in default. Includes accrued interest of $29,457 and $10,569, respectively.	$	532,670	$	513,782

Unsecured installment debt payable with monthly installments of $2,164, due February 2013 and no interest accruing.		15,147		-

Installment debt payable with interest at 11.24% per annum, with monthly installments of $3,026, due March 2012. Includes accrued interest of $0. Secured by gross unearned premiums and loss payments on the insurance policy financed.		-		17,236

Installment debt payable with interest at 10.75% per annum, with monthly installments of $3,173, due March 2013. Includes accrued interest of $0. Secured by gross unearned premiums and loss payments on the insurance policy financed.		27,300		-

Total notes payable - other current	$	575,117	$	531,018

	June 30, 2012			September 30, 2011

Notes payable - long-term
Five year term bank debt with interest at prime plus 1%, with monthly installments of $4,167 plus interest. Note is guaranteed by the Company's CEO. Includes accrued interest of $0.	$	154,159		$	187,495
Less: Long-term portion of bank term note		(99,992	)		(137,495	)
Notes payable (current portion)	$	54,167		$	50,000

7. Stock Options and Stock Purchase Warrants

Stock Options

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

The Company uses the Black-Scholes option pricing model to determine the estimated fair value of each option as of its grant date. These inputs are subjective and generally require significant analysis and judgment to develop. The following table sets forth the significant assumptions used in the Black-Scholes model and the calculation of stock-based compensation cost (annualized percentages):

	Nine Months Ended June 30,
	2012			2011
Volatility		117	%		71	%
Risk-free interest rate		1.00	%		1.71	%
Forfeiture rate		0.00	%		0.00	%
Dividend yield		0.00	%		0.00	%
Expected life in years		5			4.49
Weighted average fair value of options granted	$	1.22		$	1.86

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

The Company recorded $153,324 and $593,523 of stock compensation expense for the nine months ended June 30, 2012 and 2011, respectively. As of June 30, 2012, total estimated compensation cost of options granted but not yet vested was approximately $76,000 and is expected to be recognized over the weighted average period of 0.70 years.

The following table summarizes stock option activity for the nine months ended June 30, 2012:

	June 30, 2012
	Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value (2)		Weighted- Average Life (Years)
Outstanding beginning of period		774,576		$	3.33
Granted		5,000		$	1.50
Exercised		-
Cancelled		(5,003	)	$	6.75
Outstanding end of period (1)		774,573		$	3.30		-		3.3
Options exercisable at end of period		650,593		$	3.21		-		3.2

(1)

Options outstanding are exercisable at prices ranging from $2.20 to $6.75 and expire over the period 2013 to 2016.

(2)

Aggregate intrinsic value is based on the closing price of the Company’s common stock on June 30, 2012 of $0.40 per share.

Warrants

There was no warrant activity for the nine months ended June 30, 2012. At June 30, 2012, the Company had the following warrants outstanding:

Description	Number of Common Shares		Exercise Price Per Share		Expiration Date
Warrants		541,000	$	1.00	December 31, 2014
Warrants		170,000	$	2.50	March 31, 2013
Warrants (1)		51,041	$	2.50	May 28, 2013
Warrants (2)		100,000	$	0.01	May 28, 2013
Warrants		50,000	$	2.50	October 22, 2015
Warrants		50,000	$	2.50	November 12, 2015
Warrants		50,000	$	2.50	January 12, 2016
		1,012,041

(1) A total of 32,141 of these warrants are held by directors.

(2) These 100,000 warrants are held by the Company’s Chief Executive Officer.

8. Related Party Transactions

Related Party Contract Expenses

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

During the nine months ended June 30, 2012 and 2011, the Company incurred costs billed by RRI totaling $42,700 and $111,536 detailed as follows:

	Nine Months Ended June 30,
	2012		2011

Computer and software	$	643	$	4,575
Dues and subscriptions		4,290		-
Interest		8,512		5,511
Marketing		-		874
Occupancy		-		5,451
Personnel and benefits		-		77
Professional fees		-		5,441
Repairs and maintenance		1,628		-
Supplies		1,395		-
Telephone and communications		6,887		-
Travel and entertainment		11,526		68,988
Other		7,819		20,619
	$	42,700	$	111,536

These amounts are included in the appropriate functional line items in the Company’s statement of operations. Amounts payable to RRI for such services at June 30, 2012 are listed in Note 4.

After the merger, certain employees have been contracted on an as needed basis by Robertson Wellness, LLC (“RW”), a company owned by the Company’s CEO, Dr. Joel Robertson. These personnel costs are allocated to RW at cost based on percentage of time spent on RW efforts. The total amount allocated to RW during the nine months ending June 30, 2012 and 2011 was $48,829 and $15,491, respectively. Amounts receivable from RW at June 30, 2012 and September 30, 2011 were $93,161 and $47,031, respectively.

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

9. Commitments and Contingencies

Going Concern

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

Employment Agreement

In June 2010, the Company entered into a three-year employment agreement with Dr. Robertson to serve as President and Chief Executive Officer. The agreement provides for base compensation of $20,000 per month with an increase to $25,000 per month if the Company achieves an increase in gross revenues of $1,000,000 or more above gross revenues achieved during the previous fiscal quarter. At June 30, 2012 a total of $110,769 was accrued and unpaid pursuant to this agreement.

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

THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW.

Cautionary Note on Forward Looking Statements

In addition to the other information in this report, the factors listed below should be considered in evaluating our business and prospects. This report contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated. In this report, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.

Overview

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

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

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

Overall Performance

The Company is considered to be a development stage enterprise. Although some principal operations of marketing and licensing software solutions began during 2009, we have not yet generated any significant revenue. We have incurred significant losses and negative cash flow from operations since inception. During the nine months ended June 30, 2012 we reduced our scale of operations including a reduction in staffing levels due to a lack of financial resources. We are focusing our limited resources on supporting key customers and activities. We are also in default on eleven notes with principal and interest totaling $1,444,465 at June 30, 2012.

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

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our financial statements located in Item 1 of Part I, “Financial Statements,” and in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the period ended September 30, 2011 previously filed with the SEC. The preparation of these financial statements prepared in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not limited to those related to revenue recognition, bad debts, stock-based compensation, 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 nine months ended June 30, 2012. For further information on our critical accounting policies, refer to Note 2 to the financial statements in our Annual Report on Form 10-K for the period ended September 30, 2011.

Comparison of Operating Results for the Three Months Ended June 30, 2012 and 2011

Revenues. Revenues recognized during the three months ended June 30, 2011 were related to recognition of deferred license fees. This revenue was not related to the planned commercialization of our current product. There were no revenues for the quarter ending June 30, 2012.

Expenses. A decrease in the product and content development costs during the quarter ending June 30, 2012 compared to the quarter ending June 30, 2011 was mainly due to decreased consulting fees, personnel costs, rent and travel costs as a result of scaling back activities due to a lack of financial resources. Consulting fees decreased by $100,093 due primarily to the utilization in the quarter ending June 30, 2011 of a technology consulting firm for implementation management and application design and development. There was a decrease of $68,784 in personnel costs resulting primarily from continued staff layoffs during the quarter ending June 30, 2012. A decrease in rent expense of $7,922 is due to the exit of Saginaw, Michigan office space in March, 2012. Travel costs for product and content development decreased by $5,676 due to reduced travel occurring in the quarter ending June 30, 2012 for work with collaborative partners. Product and content development costs include non-cash stock based compensation costs of $11,317 for the quarter ending June 30, 2012 and $18,849 for the quarter ending June 30, 2011, resulting from grants of options under the 2010 Incentive Plan. Product and content development costs can vary significantly from quarter to quarter based on the time spent by personnel who perform both content and sales functions. Such costs also vary based on decisions made regarding outside contract and consulting services. Future expenditures will also depend on availability of resources to extend existing software and content into new markets or develop new software and content.

There was a decrease in the selling, general and administrative costs during the three months ended June 30, 2012 compared to June 30, 2011. Selling, general and administrative costs include non-cash stock based compensation costs of $34,798 for the quarter ending June 30, 2012 and $117,078 for the quarter ending June 30, 2011 resulting from grants of options under the 2010 Incentive Plan. Consulting fees decreased by $4,750, primarily resulting from decreased SEC and management consulting work. There was a decrease of $75,429 in personnel costs resulting primarily from continued staff layoffs during the quarter ending June 30, 2012. A decrease in rent expense of $13,566 is due to the exit of Saginaw, Michigan office space in March, 2012. Legal fees incurred during the three months ended June 30, 2012 were $7,068 less than in the same three months of 2011 due to decreased legal consulting services required. A decrease in insurance costs of $6,281 is due primarily to the cancellation of an officer’s life insurance policy. Finally, a decrease in facility exit costs of $10,828 is due to the completion of a lease obligation for office space in Las Vegas, Nevada. Future levels of selling, general and administrative expenses will depend on availability of resources and decisions made regarding increased staffing and support costs.

Comparison of Operating Results for the Nine Months Ended June 30, 2012 and 2011

Revenues. Revenues recognized during the nine months ended June 30, 2011 were related to recognition of deferred license fees. This revenue was not related to the planned commercialization of our current product. There were no revenues for the nine months ending June 30, 2012.

Expenses. A decrease in the product and content development costs during the nine months ending June 30, 2012 compared to the nine months ending June 30, 2011 were mainly due to decreases in personnel costs, travel expenses, rent and consulting fees as a result of scaling back our activities due to a lack of financial resources. A decrease of $196,792 in personnel costs resulted primarily from staff layoffs during the nine months ending June 30, 2012. A decrease of $24,500 in travel costs resulted from reduced travel for work with collaborative partners during the nine months ending June 30, 2012. A decrease in rent expense of $11,884 is due to the exit of Saginaw, Michigan office space in March 2012. Consulting fees decreased by $244,365 due primarily to the utilization in 2011 of a technology consulting firm for implementation management and application design and development. Product and content development costs can vary significantly from period to period based on the time spent by personnel who perform both content and sales functions. Such costs also vary based on decisions made regarding outside contract and consulting services. Future expenditures will also depend on availability of resources to extend existing software and content into new markets or develop new software and content.

There was a decrease in the selling, general and administrative costs during the nine months ended June 30, 2012 compared to June 30, 2011. Costs included non-cash stock-based compensation costs of $112,919 for the nine months ending June 30, 2012 and $545,287 for the nine months ending June 30, 2011. Legal fees incurred during the nine months ended June 30, 2012 were $143,871 less than in the same nine months of 2011. During fiscal year 2011, substantial legal work was performed on the Company’s transition report on Form 10-KT and relating to threatened litigation. Consulting fees decreased $19,875, primarily resulting from additional SEC and management consulting work performed during fiscal year 2011. During the nine months ending June 30, 2011, $15,000 of factoring fees were paid and expensed. There were no comparable factoring fees during the period ending June 30, 2012. A decrease in shareholder costs included in selling, general and administrative costs of $7,933 was due primarily to additional costs relating to the Merger transaction recorded during the nine months ending June 30, 2011. A decrease of $31,988 resulted from reduced travel for meeting with prospective collaborative partners during fiscal year 2012. There was a decrease of $225,982 in personnel costs resulting primarily from staff layoffs during the nine months ending June 30, 2012. A decrease in rent expense of $9,603 is due to the exit of Saginaw, Michigan office space in March 2012. A decrease in insurance costs of $15,203 is due primarily to the cancellation of an officer’s life insurance policy. Finally, a decrease in facility exit costs of $37,903 is due to additional rent concessions granted by the lessor and the completion of the lease obligation for office space in Las Vegas, Nevada during the nine months ending June 30, 2012. Future levels of selling, general and administrative expenses will depend on availability of resources and decisions made regarding increased staffing and support costs.

Liquidity and Capital Resources

At June 30, 2012, we had cash and equivalents of $21,483 compared to $90,585 at September 30, 2011. Net cash used by operating activities was $456,364 during the nine months ended June 30, 2012, compared to $1,095,270 used by operating activities for the nine months ending June 30, 2011. The current period net cash used by operating activities resulted primarily from the net loss of $952,376 reduced by $153,324 of non-cash stock-based compensation. Other changes providing cash from operating activities included a $303,709 increase in accounts payable and accrued expenses, an increase of $16,667 in deferred revenue, and an $86,787 increase in accrued interest. Until the company generates revenues, we expect continued cash operating deficits.

Cash in the amount of $290,000 was received from the sale of stock during the nine months ending June 30, 2012. Also during the current period we received cash from the issuance of debt of $140,000. The proceeds from these sources were used for operating expenses during the period.

Our principal source of liquidity at June 30, 2012 consisted of cash and equivalents of $21,483. We have no other sources of unused liquidity at this time. Management expects that given the current rate of expenditures it will require approximately $1,500,000 to meet its operating requirements for the next twelve months. We also have principal amounts on debt of $1,395,502 currently in default or due in the next twelve months that we must refinance, restructure or obtain additional funding to repay. Should any note holder pursue default remedies, such actions could have an adverse impact on our operations and our ability to obtain future financing. We may also elect to expand our business activities by hiring additional personnel or expanding marketing or other activities. Some of the required funds may be generated from future revenues from licensing our software or from renegotiating debt arrangements although there is no assurance any debt payments can be restructured. Management is seeking opportunities for debt or equity financing to meet cash requirements for the next twelve months. Should additional funds not be available, we may be required to further curtail or scale back operations. Failure to obtain sufficient capital will have a material adverse affect on our Company.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended June 30, 2012, or subsequently thereto, that we believe are of potential significance to our financial statements.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2012, due to the existence of a known material weakness in our internal control over financial reporting as summarized in the following paragraph.

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

(b) Changes in internal controls over financial reporting.

There have been no changes in our internal controls over financial reporting during our fiscal quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies that may be identified during this process.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

The following shares of common stock were issued during the fiscal quarter and not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K:

On June 22, 2012 we issued 110,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $55,000. The shares were issued upon the exemption provided by Section 4(2) of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.

On June 22, 2012 we issued 90,000 shares of common stock at a purchase price of $0.50 per share for gross proceeds of $45,000. The shares were issued to a foreign investor in sales outside the United States in accordance with Regulation S thereunder. No commissions were paid and a restrictive legend was placed on the shares issued.

(b)

none

(c)

none

Item 3. Defaults Upon Senior Securities

The Company is in default of its repayment obligation on a promissory note dated April 2, 2009 in the original principal amount of $50,000. The note matured on April 3, 2010. The note bore interest at 11% prior to maturity and bears interest at 16% per annum following maturity. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $74,327.

The Company is in default of its repayment obligation on promissory notes to related party directors in the original principal amounts totaling $207,500. The notes matured on December 31, 2011. The notes bear interest from 10% to 18%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $384,617.

The Company is in default of its repayment obligation on promissory notes to related party directors in the original principal amounts totaling $243,175. The notes matured on December 31, 2011. The notes bear interest at 5%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $269,958.

The Company is in default of its repayment obligation on a promissory note to a stockholder in the original principal amount of $30,000. The note matured on December 31, 2011. The note bears interest at 10%. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $46,192.

The Company is in default of its repayment obligation on promissory notes to a company owned by the Company’s CEO in the original principal amount of $125,000. The notes matured on December 15, 2011. The notes bore interest at 15% prior to maturity and bear interest at 18% per annum following maturity. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $145,425.

The Company is in default of its repayment obligation on a promissory note in the original principal amount of $503,213. The note matured on June 1, 2012. The note bears interest at 5% compounded monthly. The total amount due, including accrued and unpaid interest, on the date of filing of this Report is $535,428.

Item 4. Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibits –

3.1

Articles of Incorporation, as currently in effect (previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on August 16, 2010 and incorporated herein by reference).

3.2

Amended and Restated Bylaws (previously filed as Exhibit 3.01 to our Current Report on Form 8-K filed on June 4, 2010 and incorporated herein by reference).

31.1*

Certification of Joel C. Robertson pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*

Certification of Melissa A. Seeger pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1*

Certifications pursuant to 18 U.S.C. Section 1350.

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

* Filed herewith

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

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: August 9, 2012	By:	/s/ Melissa A. Seeger
		Melissa A. Seeger
		Chief Financial Officer, Secretary and Treasurer
		(Principal Financial and Accounting Officer and duly
		authorized to sign on behalf of the Registrant)

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