UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2011~~2012

Commission file number 0-6428

Robertson Global Health Solutions Corporation

(Exact name of registrant as specified in its charter)

Nevada	88-0105586
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

~~4215~~3555 ~~Fashion~~Pierce ~~Square Blvd~~Rd.~~, Suite 3~~

Saginaw, Michigan ~~48603~~48604

(Address of principal executive offices) (Zip Code)

(989) 799-8720

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

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

Large Accelerated Filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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]

The aggregate market value of the voting common stock held by nonaffiliates of the registrant as of March 31, ~~2011~~2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $185,~~244~~092,~~548~~875 based on the closing price of the shares as reported by the OTC Electronic Bulletin Board system.

As of ~~December~~January 2711, ~~2011~~2013 there were 1213,~~352~~342,187 shares of Robertson Global Health Solutions Corporation Common Stock, par value $.001, outstanding.

TABLE OF CONTENTS

TABLE OF CONTENTS
		Page
PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	16
ITEM 1B.	Unresolved Staff Comments	21
ITEM 2.	Properties	21
ITEM 3.	Legal Proceedings	22
ITEM 4.	Mine Safety Disclosures	22

PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
ITEM 6.	Selected Financial Data	24
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2424
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 8.	Financial Statements and Supplementary Data	27
ITEM 9.	Changes In and Disagreement With Accountants on Accounting and Financial Disclosure	27
ITEM 9A	Controls and Procedures	28
ITEM 9B.	Other Information	2929
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	29
ITEM 11.	Executive Compensation	31
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	35
ITEM 14.	Principal Accounting Fees and Services	36

PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	37
	Financial Statements	F-1
	Signatures	40

Page

PART I

ITEM 1.	Business	1
ITEM 1A.	Risk Factors	14
ITEM 1B.	Unresolved Staff Comments	19
ITEM 2.	Properties	20
ITEM 3.	Legal Proceedings	20
ITEM 4.	(Removed and Reserved)	20

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
ITEM 6.	Selected Financial Data	22
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 8.	Financial Statements and Supplementary Data	27
ITEM 9.	Changes In and Disagreement With Accountants on Accounting and Financial Disclosure	27
ITEM 9A	Controls and Procedures	27
ITEM 9B.	Other Information	28

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	28
ITEM 11.	Executive Compensation	30
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	34
ITEM 14.	Principal Accounting Fees and Services	35

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	35
	Financial Statements	F-1
	Signatures

Forward Looking Statements

Certain statements in this report may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. The terms “may,” “should,” “could,” “anticipate,” “believe,” “continues,” “estimate,” “expect,” “intend,” “objective,” “plan,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. These statements are based on management’s current expectations, intentions, or beliefs and are subject to a number of factors, assumptions, and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact the business include the risk factors set forth in Item 1A of this Form 10-K. We undertake no obligation to update any such factor or to publicly announce the results of any revisions to any forward looking statements contained herein whether as a result of new information, future events, or otherwise.

PART I

ITEM 1. BUSINESS

Overview

Robertson Global Health Solutions Corporation, together with its wholly-owned ~~subsidiearies~~subsidiaries (collectively, “we”, “us”, “our”, “RGHS” or the “Company”) ~~delivers~~is a ~~global~~medical ~~healthcare~~software ~~solution~~company ~~using~~focused ~~mobile~~on ~~technology,~~utilizing ~~personal~~clinical ~~computers~~reasoning ~~and~~through the web to interface with RHealth Advisor™. RHealth Advisor powers a suite of health modules including NxOpinion™ a comprehensive predictive diagnostic application that uses a proprietary, award winning artificial intelligence ~~“engine”~~ to ~~mimic~~advance ~~skilled~~excellence ~~clinical~~in ~~reasoning.~~patient ~~We create triage and screening for~~ care, provide support for the management of chronic diseases, provide health tips, provide data collection tools to collect health information via surveys, wellness and prevention services, and automatically populate electronic health records. Our ~~“backend”~~vision ~~logic~~is ~~can~~to beprovide ~~configured~~the ~~for~~clinical ~~users~~medicine ~~including~~industry ~~consumers,~~leading ~~nurses, physicians or other health care providers and our~~ software ~~tools~~solutions ~~are customized for country and region specific disorders and diseases. RHealth Advisor is designed for worldwide use with cloud computing enabling mobile phones~~ to ~~help~~expand ~~deliver~~the ~~remote~~access ~~rural healthcare but also capable~~ of ~~interfacing~~health ~~with~~information ~~the most sophisticated hospital systems~~ and ~~national~~multiply ~~health programs. We believe that RHealth Advisor software is~~ the ~~only~~reach ~~global~~of medical ~~technology~~professionals. ~~solution~~Our ~~that~~goal ~~provides~~is ~~evidence-based medical advice~~ to ~~save~~improve ~~lives~~safety and ~~expand~~documentation ~~the reach~~ of ~~care~~decisions, ~~while~~save ~~reducing~~healthcare ~~costs~~dollars ~~through~~and ~~faster,~~manage more ~~accurate~~patients ~~and~~using ~~effective~~techniques ~~diagnosis,~~that ~~treatment,~~do ~~adherence~~not ~~and~~disrupt ~~monitoring~~present systems.

~~The~~We ~~medical~~have ~~knowledge~~developed ~~intelligence~~ and ~~management~~offer ~~system,~~a ~~use~~global ofhealthcare ~~advanced~~software ~~mathematical~~solution ~~and~~using ~~statistical~~mobile ~~bases~~technology, personal computers and the ~~business~~web ~~process~~to ~~for~~interface ~~our~~with ~~core software platform was invented by~~ our ~~founder~~proprietary ~~and~~RHealth ~~CEO,~~Advisor™ Drsoftware. ~~Joel~~ ~~C. Robertson (“Dr. Robertson”), commencing in 2002.~~ RHealth Advisor ~~has~~is ~~been~~an ~~developed~~intelligent ~~over~~and aintuitive ~~nine-year~~clinical ~~span~~reasoning ofprogram ~~intensive~~providing ~~research~~inferences and ~~input~~argumentation from ~~physicians,~~patient ~~allied~~data ~~health professionals~~ and ~~medical~~a ~~informatics~~proprietary ~~specialists. Our NxOpinion module employs an artificial intelligence driven~~ medical ~~diagnostic~~database ~~function~~ to ~~determine~~aid ~~the~~in ~~most~~forming ~~possible~~logical ~~and probable diagnosis along with the unique ability to create questions for the end user in real~~evidence-~~time~~ based ~~upon~~conclusions ~~previous~~that ~~history~~can ~~and~~be asemployed ~~new~~by ~~facts~~a ~~and~~wide ~~medical~~range ~~data~~of ~~are~~users ~~entered.~~to Welower ~~display the latest treatment options given presenting symptoms based on patient facts~~costs, ~~health~~manage ~~history,~~more ~~user~~patients ~~skill level, geographical location, resources available~~ and ~~other~~improve ~~available data~~outcomes. We ~~Other~~believe ~~proprietary~~that ~~software~~our ~~modules~~RHealth ~~include~~Advisor ~~health~~software ~~records,~~is ~~health~~the ~~tips,~~only ~~reference~~global ~~guide~~medical ~~and~~software ~~diagnostic~~solution ~~pre-screening~~ that ~~determines~~provides ~~the~~evidence-based ~~probability~~medical ofadvice ~~what condition may be afflicting a patient. We have the ability~~ to ~~deliver~~save anlives ~~accurate diagnosis,~~ and anexpand ~~actionable response allowing optimized patient adherence, early detection of treatment failure, referral to~~ the ~~appropriate~~reach ~~level~~ of care, ~~pre-crisis~~while ~~intervention~~reducing ~~and~~costs ~~real-time~~through ~~access~~faster, tomore ~~health~~accurate ~~information. Our innovative design~~ and ~~flexibility~~effective ~~allows for rapid customization for a broad range of mobile and other interface hardware~~diagnosis, ~~varied users and tailoring for different countries~~treatment, ~~regions~~adherence and ~~languages~~monitoring. We believe ~~studies~~this inis ~~the~~contrary ~~United~~to ~~States, India and~~ the ~~Dominican~~standard, ~~Republic~~data ~~have~~collection, ~~verified~~clinical ~~the~~decision ~~diagnostic~~support, ~~accuracy~~chronic ofdisease ~~our~~management ~~solution compared with trained physicians~~ and ~~documented~~follow-up ~~that~~programs ~~physicians~~in ~~also~~the ~~improve~~healthcare ~~their~~market ~~diagnostic accuracy using our solution~~today. Traditionally Inwe ~~our~~believe ~~management’s~~other ~~view,~~technologies ~~RHealth~~are ~~Advisor~~ineffective isin ~~ready~~providing ~~for~~care ~~worldwide commercialization~~ and weeducating ~~are~~patients ~~now scaling~~ and ~~customizing~~increase ~~our~~costs ~~software~~rather ~~for~~than ~~targeted~~lowering ~~large~~the ~~volume~~healthcare ~~applications~~cost curve.

~~Our~~During ~~strategy in developing and emerging countries~~2012, inwe ~~conjunction~~filed ~~with~~for ~~existing~~patent ~~and~~coverage ~~planned~~to ~~strategic~~enhance ~~and~~the ~~collaboration~~competitive ~~partners,~~position isof toour ~~work~~sophisticated ~~with~~clinical ~~governments,~~reasoning ~~non-governmental organizations~~ and ~~health~~proprietary ~~industry~~database ~~leaders~~focusing toon ~~provide~~applications afor ~~solution~~pre-admission ~~that~~screening, ~~will~~predictive ~~decrease costs~~medicine, ~~expand~~diagnostic ~~the~~support ~~reach~~and ofchronic ~~health~~disease ~~professionals,~~management and ~~improve~~treatment ~~the~~adherence. We ~~efficiency~~believe ~~and~~we ~~effectiveness~~positively ofimpact ~~overburdened~~healthcare ~~rural~~providers, ~~clinics~~third-party payers and ~~hospitals.~~patients Wedemonstrating ~~are~~specific ~~affiliated~~outcomes with ~~Robertson~~meaningful ~~Research~~return ~~Institute~~on ~~(RRI),~~investment. aWith ~~501(c)(3)~~the ~~public~~increased ~~charity,~~political ~~through~~attention ~~common~~on ~~management~~healthcare and ~~historical~~demands ~~technology~~to ~~collaboration.~~provide ~~This~~more ~~affiliation~~care ~~allows~~at usless tocost, ~~pursue~~our astrategy ~~range~~in ofthe ~~partnerships~~U.S. ~~combining~~is ~~government,~~focused ~~charity~~primarily ~~and~~on ~~for-profit~~payers ~~entities~~– ininsurers ~~developing~~where ~~and~~we ~~emerging~~are ~~areas~~pursuing ofcollaborations ~~the~~to ~~world,~~provide ~~with~~our ~~some~~solutions offor ~~our~~a ~~efforts~~variety ~~being~~of ~~charitable~~applications.

InOur ~~developing~~strategy ~~countries~~is to access existing marketing and indistribution ~~rural~~channels ~~health,~~through licensing. We are able to customize our ~~solution~~software ~~has~~solutions ~~been~~to ~~utilized~~best byfit ~~Johnson~~the &needs ~~Johnson~~of ~~Company,~~our ~~Intel~~partners ~~Corporation,~~in ~~Microsoft,~~local ~~NetHope,~~markets and ~~CARE~~to fit user needs. Our strategy in ~~pilot~~developing ~~applications~~and asemerging ~~part~~countries, ofin anconjunction ~~architecture~~with ~~intended~~existing and planned strategic and collaboration partners, is to ~~standardize~~work with governments, non-governmental organizations and health industry leaders to provide a ~~healthcare~~solution ~~infrastructure~~that ~~for~~will ~~government~~decrease costs, ~~pharmaceutical~~expand ~~companies~~the reach of health professionals, and ~~humanitarian~~improve ~~programs.~~the Inefficiency ~~this~~and ~~arena~~effectiveness weof ~~have~~overburdened ~~worked~~rural ~~with,~~clinics and ~~continue~~hospitals. toCommencing ~~work~~in mid-2011, working with distributer Montana Healthcare Solutions (Pty) Ltd., we entered the ~~Bill~~South ~~and~~Africa ~~Melinda~~market. ~~Gates~~In ~~Foundation~~July ~~and~~2012 ~~the~~RHealth ~~World~~Advisor was approved for commercial release by the Health ~~Organization~~Professions ~~among~~Counsel ~~others.~~of ~~These~~South ~~organizations~~Africa, ~~have~~a ~~together~~South ~~and~~African ~~individually~~healthcare ~~promoted~~regulatory ~~rural~~oversight ~~health~~organization in(much ~~developing~~like ~~countries~~our FDA). We are working with Montana Health on a variety of market efforts in ~~collaboration~~South ~~with~~Africa ~~these~~and ~~global~~are ~~organizations~~pursuing torelationships ~~develop~~in aother ~~standard~~developing ~~platform~~and toemerging ~~utilize~~countries. ~~RHealth~~So ~~Advisor~~far asthis ~~the~~strategy ~~medical~~has ~~knowledge~~not ~~solution~~been ~~for~~successful ~~worldwide~~in ~~rural~~generating ~~health~~revenues.

Since our founding, we have benefitted from collaboration with Microsoft, employing their technology and contract services and benefiting from contributed technical support to develop and improve our core software technology. As a result, we have achieved platform independence, scalability and seamless interface with existing healthcare databases, Personal Health Record (“PHR”) systems, Health Information Systems (“HIS”) and other software.

We ~~intend to collaborate with major healthcare and technology leaders on strategic initiatives to pursue revenue opportunities worldwide. 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 collaboration partners and affiliated companies 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.

~~Merger~~We are organized to generate revenue by licensing our software platform and modules. License and revenue agreements with collaboration partners and affiliated companies 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.

OnWe ~~May 28,~~believe ~~2010,~~that ~~RGHS~~our ~~(formerly~~software ~~ASI~~solution ~~Technology~~offers ~~Corporation~~many ~~(“ASI”))~~benefits ~~completed~~that ~~the~~are ~~acquisition~~not ofcurrently ~~NxOpinion,~~available ~~LLC~~from ~~(“NxOpinion”),~~other ~~previously~~software aproviders. ~~privately-owned~~We ~~health~~have ~~care~~patents ~~technology~~pending ~~licensing~~on ~~company~~our ~~headquartered~~computer inimplemented ~~Saginaw~~process, ~~Michigan~~which ~~(the~~will ~~“Merger”)~~be ~~pursuant~~helpful toas ~~the~~we ~~terms~~attempt ofto anenter ~~Agreement~~into ~~and~~licensing ~~Plan~~agreements. ~~of Recapitalization dated May 28~~However, ~~2010~~we ~~(the~~have ~~“Recapitalization~~been ~~Agreement”).~~unsuccessful Asthus afar ~~result~~in ofgenerating ~~the~~revenues ~~Merger,~~from the ~~business~~sale of ~~NxOpinion,~~the issoftware ~~now~~solution. ~~owned~~The byCompany’s ~~Robertson~~financial ~~Health~~future ~~Services~~remains uncertain, ~~Inc.~~as ~~(“RHS”),~~we ~~our~~are ~~wholly-owned~~in ~~subsidiary~~default on some obligations. ~~The~~We ~~Merger~~have, ishowever, ~~more~~been ~~fully~~successful ~~discussed~~ in ~~Note~~paying 2some toobligations over the ~~financial~~past ~~statements included herein~~year.

The Healthcare Information Systems Industry

~~The~~ Recent ~~healthcare~~decisions ~~industry,~~by ~~like~~health ~~other~~care ~~United~~industry ~~States~~participants ~~industries,~~have ~~has~~ been ~~impacted~~influenced by ~~the~~political ~~global~~events ~~economic~~and ~~downturn. Consequently,~~ we ~~believe~~expect ~~our~~future ~~prospective~~decisions ~~collaboration~~will ~~and~~be ~~strategic~~significantly ~~partners~~impacted ~~and~~by ~~other~~recently ~~prospective~~enacted ~~customers~~federal remain cautious with their capital investments and are focused on ensuring that any significant spending has a demonstrable return on investment, provides clear improvements to patient care and safety or addresses developing government or industry regulations and standardslaws. ~~We believe that our software products are well positioned to address these areas in the United States and worldwide.~~

The Obama Administration is emphasizing global health in its diplomacy and development work around the world. Through the Global Health Initiative (“GHI”), the U.S. government is pursuing a comprehensive whole-of-government approach to global health. The GHI promotes a new business model to deliver its dual objectives of achieving significant health improvements and creating an effective, efficient and country-led platform for the sustainable delivery of essential health care and public health programs. Similarly, many international organizations including the World Health Organization (“WHO”) and private foundations are working to address the need for trained healthcare workers in under-resourced areas. They are working to support new tools, such as ours, embracing the ability of technology to meet the burgeoning need for quality healthcare. Innovative technology utilizing RHealth Advisor supports efforts to meet several of the UN Millennium Development Goals such as improving maternal/child health, combating HIV/AIDs and supporting other national health programs. We see significant worldwide opportunities for our software solutions and have positioned our solutions for the worldwide health information market.

Of specific importance into ~~the~~near ~~U.S.,~~term investment is the American Recovery and Reinvestment Act (“ARRA”), which became effective in 2009. This Act includes more than $38 billion of incentives to help healthcare organizations modernize operations through the acquisition and use of information technology solutions ~~like RHealth Advisor~~. A part of ARRA designated the Health Information Technology for Economic and Clinical Health ~~Act~~ (the “HITECH Act”) provides for roughly $2 billion in ‘jump start’ funding that the Department of Health and Human Services is to distribute over a two-year time frame ~~beginning~~that began in 2011. ARRA also includes approximately $17 billion in Medicare and Medicaid incentives targeting the ‘meaningful use’ of health record systems, systems interoperability, and the submission of data related to quality improvement initiatives.

The government spending is intended to reduce inefficiencies and improve patient care through the use of technologies. ARRA, and specifically the HITECH Act, increases the pressure on hospitals and care providing institutions to adopt technology. The HITECH Act provides funding for facilities to launch improvement projects associated with the ‘meaningful use’ of key information technologies. Qualifying hospitals can receive payments over a period of approximately four or five years beginning in 2011 based on their use of certified health information technology systems. The HITECH Act also provides financial penalties to hospitals by reducing Medicare reimbursement payments for hospitals that do not comply with certain ~~“meaningful~~usage ~~use”~~ requirements by 2015.

We are primarily targeting collaborations, alliances and customers that could benefit from the increased government spending rather than applying for direct government resources. While there is no assurance these acts and regulations will continue as planned or we can benefit therefrom, we believe there is significant momentum driving technology innovation across a broad spectrum of healthcare. Competition in the market for information and patient care systems is intense, and increased government spending may entice more companies to enter the marketplace.

We are primarily targeting collaborations, alliances and customers that could benefit from the increased government spending rather than applying for direct government resources. While there is no assurance these acts and regulations will continue as planned, we believe there is significant momentum driving technology innovation across a broad spectrum of healthcare. Competition in the market for information and patient care systems is intense, and increased government spending may entice more companies to enter the marketplace.

Our Technology

Development and Description

Our founder, Dr. Joel Robertson, recognized that the lack of global resources and funding limitations would require innovative technology to provide a global medical solution to improve diagnostics and treatment to save lives and reduce costs. We are dedicated to improving global healthcare through intelligent, cost-effective innovative technology.

RHealth Advisor leverages two distinct technology components in a seamless multi-platform approach for healthcare triage, diagnosis, treatment and education. These two “platform enabling” components are our NxOpinion Inference Engine (“NxOpinion”) and our Medical Knowledge Management System (“NxKM”), which together power RHealth Advisor.

The NxOpinion engine powering our solution employs multi-phasic engines - a proprietary architecture that uses powerful predictive, probability and inquiry modules to create a diagnostic system. Our engine architecture has been honored by Microsoft as a breakthrough in software artificial intelligence. Operating on Microsoft’s agile .NET software development framework, NxOpinion is programmed to correlate the different pieces of available medical evidence entered in the system, compare them to disease profiles stored in NxKM and use the weightings assigned to each piece of information to generate a differential diagnosis - a list of potential disease candidates.

Both NxOpinion and NxKM were developed over a ~~nine~~ten-year span of intensive research and input from physicians, allied health professionals and medical informatics specialists. We correlate NxKM with different pieces of available medical evidence to generate a probability weighted and relevant diagnosis that is kept up-to-date. Studies in the United States, India and the Dominican Republic, which are described in more detail below, have verified the diagnostic accuracy of our solution compared with trained physicians and have also documented that physicians improved their diagnostic accuracy using our solution.

RHealth Advisor is a clinical decision support system that runs statistical inference in near real-time to produce a differential diagnosis along with suggestions of possible related clinical findings and treatment options. RHealth Advisor includes:

· Guided diagnostics, pre-screening, treatment options, and referrals.

· An integrated Personal Health Record (“PHR”) capability combined with an interactive medical reference tool.

· A module for managing and tracking disease occurrence and public health initiatives in both developed and emerging countries.

· A chronic disease management module that provides push-based medicine including Short Message Service (SMS) alerts, follow-up and appointment notifications, as well as personalized health tips.

· A patient treatment adherence module with personalized health tips.

We believe that RHealth Advisor is easily and rapidly adaptable for regional differences in languages, diseases, language, medical terminology and available treatment options. Our software accommodates multiple input and data collection systems including voice, mobile interfaces, SMS, PC and mobile along with data integration from existing systems. Our software flexibility allows for easy integration with software built by others including point of care, case management and electronic health record (“EHR") systems. Our solution is flexible, allowing use of our PHR system or others such as Microsoft’s HealthVault, hospital electronic medical records (“EMR”s) or EHRs or an open Medical Record System (“MRS”).

Data generated by our systems is portable; accessible anywhere there is a cell signal or access to a satellite or Internet connection. Privacy is a priority with individual privacy password- or bio-security- protected. National records can be maintained at a local level.

Stage of Product Development

Our core applications ~~(described below)~~ are developed and operational. ~~Less~~We ~~robust~~continue ~~versions~~to ~~have~~enhance ~~been operational for more than a year. During the last twenty-four months we enhanced~~ our applications and ~~expanded~~expand our knowledge database to include new diseases and medical information. ~~The~~Our ~~new~~ easy-to-use RHealth Advisor Mobile Web application, available on a variety of mobile phones, provides ~~the most~~ convenient and innovative access to evidence-based health advice ~~available on the market today~~. RHealth Advisor Mobile Web takes advantage of the advanced web browser capabilities of tablet and smart phone platforms such as iPhone, Android, Blackberry, and Windows Phone 7, while at the same time remaining accessible to lower-end feature phones with less capable browsers and small form factors.

While we continue to add to our medical knowledge database, adapt our technology to operate with additional mobile platforms, expand our ability to interface and communicate with other devices and systems, add languages and regional disease information and scale our software to work with large user populations, we are actively marketing our software to collaboration partners and customers and are working on various development, partner and pilot projects in various regions of the world. While our projects have not generated significant revenue to date, we expect revenue in fiscal ~~2012~~2013 from existing and new relationships.

~~Awards,~~Comparison ~~Testimonials~~to ~~and~~Other ~~Research~~Solutions

WeRHealth ~~were~~Advisor ~~nominated~~is bya ~~Microsoft~~clinical ~~for~~reasoning ~~the~~tool ~~2004~~that ~~Computerworld~~is ~~Honors~~targeted ~~21st~~at ~~Century~~broad ~~Achievement~~global ~~Award,~~applications. ~~and~~We ~~our~~believe ~~technology~~it ~~was~~is ~~honored~~differentiated ~~for~~from ~~its~~other ~~impact~~software onor ~~the~~web-based ~~information~~symptom ~~technology~~checkers ~~revolution~~and asphysician itreference ~~relates~~tools toas ~~world~~described ~~medicine. In~~in the ~~awards~~following ~~ceremony,~~table ~~the~~(also ~~Robertson~~see ~~companies were described as~~“Competition”):

~~“…an~~Category ~~organization~~RHealth ~~dedicated~~Advisor toSymptom ~~healthcare…So~~Checkers ~~much~~and ~~healthcare~~Physician ~~information~~Reference isTools ~~locked~~Logic upVersatile incontent somanagement ~~many~~platform ~~different~~and ~~places~~knowledge insystem ~~silos~~that mimics clinical reasoning providing a differential diagnosis Unilateral logic using protocols consisting of a hard-coded path from one observation to the next Versatile content management platform and ~~they~~knowledge ~~said~~system utilizing disease-to-disease relationships Decision trees, ~~‘Look~~algorithms, ~~we’re~~or ~~going~~hard tocoded ~~build~~paths aCan ~~solution~~handle ~~that~~multiple ~~really~~disease ~~helps~~progressions ~~docs~~simultaneously dobecause aof ~~better~~its ~~job~~sophisticated, ofmulti-platform ~~diagnosing~~engine ~~and~~Limited ~~solving~~ability ~~patient~~to ~~problems’.”~~address rare diseases or multiple diagnoses due to simple unilateral logic

~~Steve Ballmer, CEO~~3

Microsoft

	Continually reconsiders possible diagnoses as a user enters more data	Limited to entry of symptoms – static diagnosis
	Able to handle complex cases and cases with multiple coexisting diseases by interpreting 10 million interrelated facts	Algorithms and/or decision trees are limited in the number of interrelations that can exist

Database	Comprehensive to accurately diagnose common presentation of common diseases, uncommon presentations of common diseases, common presentations of rare diseases and uncommon presentations of rare diseases	Generally limited to common presentations of commonly diagnosed diseases
	Database is easily maintainable and expandable because of its unique NxKM medical content database	Employs hard-coded data, such as algorithms or decision trees, that are slow, difficult and costly to maintain and update
	Ability to maintain multiple region-specific databases, including treatments, terminology, language, and health record	No comparable feature

Interface	Flexibility to be tailored from the lay person with no medical background all the way to the specialist physician, and anywhere in between	Created specifically for consumers or physicians
	Cloud based and can be accessed by land-line phone, simple cell phone, WAP-enabled mobile phone or any computer device even in undeveloped countries	Generally accessible only from full feature computer or phone
	Tested in both developing and developed countries and been used by minimally educated, illiterate users.	Focused solely on mature markets and medically savvy consumers
	Suggests findings or symptoms that the user may not have considered that can help differentiate a disease	Diagnostic capabilities limited by the users input
	Can be used in a “what if” situation - - specific findings and/or tests or laboratory results can be entered to see what impact they would have on the confidence of a diagnosis - - allows a practitioner to minimize unnecessary testing	No comparable feature

Accuracy	Pinpoints diseases and offers confidence levels on each specific disease - - we believe that only when you can provide confidence in a diagnosis can you safely treat a patient based on information at that time	No confidence level except counting matched findings, limiting accuracy
	Includes pre-existing diseases and environmental factors when performing diagnostics	No comparable feature
	Provides actionable (knowing what I have) medicine with treatment options approved by appropriate medical societies and standards of care	No comparable feature

We have been invited and appeared at a number of technology and healthcare forums and conferences and received many accolades for our technology. The following Microsoft quotes are illustrative:

RHealth Advisor is the “leader in taking data about health and creating very rich, interactive dynamic diagnostic and tracking tools for health scenarios”.

Amit Mital, Corporate VP

Microsoft Startup Business Group

mHealth Summit 2009, Washington DC

“NxOpinion (the engine powering the RHealth Advisor application) is one of the most significant, accurate, responsive and intuitive diagnostic programs I’ve seen. I believe there are many applications for its use in emerging markets as well as possibilities for integration with some of our consumer and other offerings under development at HSG (Health Solutions Group).”

Dr. Bill Crounse

Worldwide Director of Health for Microsoft Corporation.

Our software solutions are targeted for worldwide application and we have invested substantial resources and efforts to develop markets in India, Africa, the Middle East and other regions of the world. Illustrative comments from partners include:

“NxOpinion is going to change the entire health care system in rural India.”

Dr. M.U.R. Naidu, Dean of the School of Medicine

Nizam’s Institute of Medical Sciences

Hyderabad, India

“(Dr. Robertson’s) institute has assembled what I believe to be the best medical diagnosis software for developing countries.”

Dr. David Heckerman, Director of Research

Microsoft Corporation

WeDocumentation ~~believe~~Records, ~~our~~maintains ~~attendance~~and atbuilds ~~conferences~~upon each case Single user and ~~the~~single ~~recognition~~case ~~from~~with ~~collaboration~~limited documentation ability Provides family case management allowing multiple cases per user and ~~strategic~~multiple ~~partners~~users ~~helps~~at ~~position~~a ~~our~~time ~~product~~No ~~offerings~~comparable feature Links to a comprehensive Electronic Health Record (EHR) No comparable feature Reference Provides a comprehensive reference tool for ~~adoption~~educational byand ~~large~~resource ~~governments~~information about diseases, findings, and ~~other~~treatments. ~~organizations~~·Includes ~~worldwide~~disease “look-up” to view the most commonly associated, uncommonly associated, and rarely associated symptoms with that specific disease. We·Includes ~~have~~a ~~subjected~~symptom ~~our~~“look ~~solutions~~up” to ~~scientific~~view ~~study~~what todiseases ~~validate~~are ~~the~~linked ~~results~~to that symptom and ~~benefits~~how wecommonly ~~provide~~it tois ~~global~~associated ~~health~~to ~~delivery~~help differentiate. ~~Summaries~~ ofDatabase ~~such~~and ~~research~~logic ~~includes:~~limited

· A study in India in 2009 showed that health extension workers using RHealth Advisor were more accurate than those using their standard paper method. With the RHealth Advisor software their diagnosis matched a physician diagnosis 82.54% of the time, but when they used their standard paper method of diagnosing, they only matched the physician diagnosis 54.58% of the time. To our knowledge this is the first time a tool like ours has been able to verify that it can improve diagnostic accuracy of a health extender.5

· In a 2010 side by side comparison study using the same disease, RHealth Advisor, configured as a mobile solution using the NxOpinion platform on a mid-level phone, outperformed WebMD using a smartphone, by diagnosing more accurately and with fewer “clicks”.

· A study with Nizam’s Institute of Medical Sciences reported in 2009 that Multi-Purpose Health Assistants (“MPHAs”) in India collected 57% more findings per case and 2,000% more history items per case when using NxOpinion versus the normal paper method.

· A health extension worker assessment study (supported by Bill & Melinda Gates Foundation) showed health workers and Accredited Social Health Activists (“ASHAs”) are well suited to use RHealth Advisor.

Technology Ownership/Licensing

NxOpinion and NxKM (our "Database Engines") were developed by Dr. Robertson and entities owned or controlled by him prior to the formation and existence of Robertson Health Services, Inc. (“RHS”) (formerly NxOpinion, LLC). In 2005, Dr. Robertson assigned the Database Engines and other intellectual property to an intellectual property holding company called Vanahab, LLC ("Vanahab"). Vanahab is owned by Dr. Robertson and his wife, Vickie Robertson.

RHS was formed on April 7, 2005 to create data populations for use with the Database Engines and to further develop and commercialize the RHealth Advisor solution. RHS held a license to use RHealth Advisor from Vanahab. The license agreement provided that Vanahab would own all improvements to the Database Engines. Since 2005, RHS’s major contribution to RHealth Advisor has been the gathering and creation of data sets for use with the Database Engines. All data gathered by RHS for use with RHealth Advisor is owned by RHS, subject to any limitations contained in the license and/or service agreement with the client that commissioned the gathering of the data.

Certain components of the Database Engines, related primarily to the proprietary multiple engine architecture, were funded by the Robertson Research Institute ("RRI"), a Colorado nonprofit corporation, and a public charity as defined in section 501(c)(3) of the Internal Revenue Code. RRI had a license agreement with Vanahab for use of the technology. Dr. Robertson and his family members Vickie Robertson, Nicole Decker, Marcus Decker, Heidi Robertson and Brooke Roff are trustees of RRI, among other unrelated persons.

In May 2010, RHS amended and restated the terms of its license agreement for the Database Engines from Vanahab. RRI has also agreed to amend its license agreement with Vanahab to curtail its rights in relation to those of RHS. All technology related to the RHealth Advisor was transferred from Vanahab to Vanahab Health Diagnostics, LLC ("Vanahab Health Diagnostics"), a Nevada limited liability company that is wholly-owned by Vanahab. RHS entered into an Amended and Restated License Agreement with Vanahab Health Diagnostics dated May 8, 2010 (the "Amended License Agreement"). The Amended License Agreement includes multiple license grants that allow for use of the Database Engines, limited sublicensing of the Database Engines, and the ability to modify and improve the Database Engines. Each license grant is perpetual and royalty-free; however, in exchange for the overall Amended License Agreement, RHS pays an annual royalty of $10,000 (due in quarterly installments). It is expected that RHS will pay the annual royalty primarily or exclusively "in-kind" by the provision of certain services to Vanahab Health Diagnostics.

The license grants in the Amended License Agreement are nonexclusive, but RHS has certain rights to prevent the technology from being licensed to other parties. Specifically, RHS must consent in writing to any additional license grants by Vanahab of the technology to any parties other than RRI. RRI and RHS each have the right to sublicense the technology to customers. Potential customers and projects are divided among RRI and RHS as follows: RHS has the priority right to sublicense the technology to potential clients over RRI unless 1) the customer dictates that the license must run through RRI due to its non-profit status and the customer is a nonprofit institution, company, foundation, association or other charitable entity requesting a project having a geographic scope substantially within (a) a UN Millennium Development Goal Country, or (b) any country wherein the majority of its medical funding is provided by international sources, or 2) RRI and RHS mutually agree, taking into consideration applicable facts and circumstances and with recusal of interested persons, that such customer and/or project be allocated to RRI.

RHS organized a wholly-owned subsidiary, Robertson Technologies Licensing, LLC ("RTL"), a Nevada limited liability company, to be the master licensor for its activities. RHS is the sole member of RTL. RTL enters into license agreements, such as the recent collaboration agreement with Microsoft Corporation, at the direction of its parent. Instances are likely to arise where a customer requests that technologies owned by entities other than RHS be bundled with RHealth Advisor or when it requires services from more than one entity, such as from RHS and RRI. In those instances, RTL may bundle those technologies or services on a contract basis. RTL will interface on behalf of RHS and its technology partners to provide the required services and technologies to the customers. RTL would then apportion revenues among the participating entities in accordance with their contractual relationship. Due to the likelihood that RRI may be requested to bundle technologies and services from entities such as RRI and Robertson Wellness, LLC, in which Dr. Robertson has an interest ("Robertson Entities"), with those of RHS, the potential for conflicts of interest exists. We anticipate that Dr. Robertson will recuse himself from negotiations among RHS and Robertson Entities. Furthermore, transactions between RHS and Robertson Entities will be entered into only upon terms that are as favorable to RHS as could be obtained from unrelated third-parties through "arm's length" negotiations.

Our Product Solutions

RHealth Advisor is a healthcare software solution that engages patients, improves outcomes, and expands the reach of healthcare delivery. RHealth Advisor can run on a desktop, laptop, or mobile phone device to deliver a powerful suite of healthcare applications including:

NxOpinion Medical Screening Application – “NxOpinion" is RHealth Advisor’s leading application. Users have the ability to walk through a guided diagnosis that allows them to enter or select symptoms, assessment findings, and laboratory values to aid in reaching a diagnosis based on both confidence level and prevalence. The software utilizes “clinical reasoning” in which the questions are asked in the same manner that a physician would ask a patient in a clinic. Subsequent questions are generated based on previous responses in real time, streamlining and rapidly focusing the diagnostic process. The software generates suggested symptoms for the user to consider to aid in differentiating the top possible diagnoses in order to reach a confident diagnosis. This allows lesser skilled individuals to rapidly achieve a more accurate diagnosis, even if they do not have the medical knowledge to know which symptoms are important for the diagnosis. When a diagnosis has been reached, NxOpinion provides disease descriptions, treatment recommendations and a referral to the next appropriate level of care depending on the user and resources available.

NxOpinion also leverages a reference guide that allows the user to search for diseases or symptoms and read more information about them, including a description of the disease or treatment recommendations. This application can be customized based on user skill level for use by lesser-skilled individuals, as well as by physicians and sophisticated hospitals to diagnose and treat more than 800 diseases to date.

Reference Guide - The reference guide application allows users to search and look up information on diseases, symptoms, labs, tests and more, including a definition or description, causes, and treatment recommendations. This application is used post-diagnosis to provide education for the user regarding the diagnosis, as well as providing region-specific and appropriate treatment recommendations to improve the quality of care received. The reference guide can also be used as users are entering information in RHealth Advisor’s medical screening feature to help ensure accurate information is being used in the diagnosis.

Electronic Health Record Application - Within RHealth Advisor’s electronic health record application, users can enter health record information including demographics, allergy history, disease history, immunizations, surgical history, and more. The electronic health record is customized by age, gender, and geography. For example, a female patient will not see “male only” diseases when searching under disease history, providing a dynamic and individualized approach to electronic health records. All the information stored in the electronic health record is then utilized during the diagnostic process making the diagnosis even more accurate and customized to the individual. The EHR portion of RHealth Advisor can be interfaced with other existing EHR systems allowing for total system integration.

RHealth Advisor Health Tips - Within the health tips application, users can search current, relevant health tips which are listed by category such as “new mommy”, “teen health” or “men’s health.” RHealth Advisor has the capability to electronically send or “push” relevant tips to a user based on their diagnosis, health history and current condition. This feature provides continual education and follow-up recommendations for the individual post-diagnosis, saving the busy physician from this task. RHealth Advisor also generates daily health tips that are continually updated based on topics that are popular in health at the present time. Similarly, RHealth Advisor has a first aid application that allows a user to search for first aid topics such as “burns” or “choking” and provides them with immediate recommendations for actions to be taken.

RHealth Advisor’s suite of applications is designed for rapid regionalization by geography and language and approval by physician groups within each region. It can also be tailored and customized for use at multiple experience levels, from the lay person to the specialist physician. This allows it to be utilized by a wide variety of care providers with various skills and educational backgrounds worldwide.

In addition to the licensing revenues from RHealth Advisor, we expect revenues from analytical services to assist with global health trends and pharmaceutical compound research.

Development Costs

Company personnel devoted approximately 91,~~300~~900 hours and 79,~~000~~300 hours on research and development activities during the fiscal ~~year~~years ending September 30, ~~2011~~2012 and ~~the nine months ending September 30~~2011, ~~2010,~~ respectively. Customers bore the cost of approximately 300 of these hours during the fiscal year ending September 30, 2011; customers did not bear the cost of any of these hours during the ~~nine~~year ~~months~~ending September 30, 2012. We expensed $259,543 and $1,004,352 on product and content development during the fiscal years ending September 30, ~~2010~~2012 and 2011, respectively.

Market Overview and Opportunity

We believe the global market for RHealth Advisor is significant. Whether used as a mobile health diagnostic and screening tool by rural health workers in remote areas of the developing world or as a screening, diagnosis and record-keeping tool as a part of a developed nation’s national health program, if we are able to develop the market and acquire customers, we believe our software technology can greatly improve the effectiveness and delivery of health services worldwide. So far we have been unsuccessful in capitalizing on this market. However, we are currently having discussions within this market, which, if successful, would allow us to quickly enter the market.

We categorize our prospective customers into three major markets – Developing Countries, Emerging Markets, and Mature Markets. In the horizontal segments within these markets RHealth Advisor offers significant utility. The offering to each market is as follows:

Developing Countries – assist health care workers to extend medical intervention where there is limited or no availability of physicians.

Emerging Markets – to improve effectiveness in determining diagnoses and establishing standardized treatment regimens.

Mature Markets – to drive efficiency into the healthcare system, reducing costs and improving treatment adherence.

We target horizontal segment uses in these markets including:

Customer Segment

o· Consumers – for pre-screening, chronic disease management and treatment adherence

o· Hospital Systems and Patient Care Facilities – to increase throughput and efficiency, for triage and treatment management

o· Clinics and Physician Groups - for triage and treatment management

o· National Health Programs – for pre-screening and chronic disease treatment management

o· Non-Government Organizations – to identify health trends, disease eradication and data storage

Strategic Partners, Collaborators and Integrators

o· Insurance Carriers – for pre-screening and test validation

o· Pharmaceutical Research – accumulate compound and outcomes data analysis

o· Government Organizations – to identify health trends and delivery enhancements

o· Electronic Health Record Providers – for repository storage of medical records and linking to treatment and treatment management

o· Device Industry Partners – with hardware for field data capture

o· Third Party Service Providers – to assist in process management to increase efficiency and accuracy

o· Technology Partners – for integration of services

o· Regional Distributors – to centralize and standardize product and service offerings

End users that we target to employ our software in a variety of devices include consumers, nurses, assistants and a range of healthcare industry workers. The goal is to increase accuracy of diagnosis and treatment services, increase throughput and efficiency of patient care, reduce duplication and provide treatment response tracking. We expect to license our software solutions to such end users generally through the types of strategic partners, collaborators and integrators listed above.

Developing and emerging countries lack sufficient medical personnel, facilities and resources to meet the demand for healthcare. Trained healthcare workers are not available in areas where they are needed most. Our tools dramatically improve the ability of minimally trained health workers to provide a much higher level of care with confidence and accuracy.

Developed nations also face increasing and intense pressure to reduce the cost of healthcare services while maintaining a high quality of care. Through the innovative use of near real-time decision support technology we expand access to reliable health diagnosis and provide accurate triage, thus utilizing the minimum healthcare resources necessary and allowing only those with critical needs to be referred upward through the medical treatment system. We help guide appropriate treatment protocols at the proper level, whether it be the consumer, a local healthcare worker, a physician, a hospital or specialist. We believe our tools can contribute to lower costs and improved quality of care.

With access to mobile phones and the Internet, consumers are assuming more of their healthcare decision making while facing increased costs, as businesses and governments attempt to manage the delivery of services. Existing tools are inadequate as they lack the ability to interpret data, and are unable to ask the user for additional information in order to deliver a statistically relevant diagnosis and treatment plan.

Misdiagnosis remains a common medical mistake. Despite the risks, misdiagnosis is still rarely studied. However, a 1997 survey conducted by the National Patient Safety Foundation found that even in non-ICU/ER situations there is anywhere from 8-40% chance of misdiagnosis. An Institute of Medicine (IOM) report in 2000 estimated that up to 98,000 deaths occur annually in the United States (U.S.) from medical errors, placing medical errors in the top ten causes of death in the U.S. In addition, it is estimated that over $37 billion is spent annually for treatment of medical errors of which $17 billion is preventable. Key contributing factors to misdiagnosis include lack of readily available and current medical information, inexperience in diagnosing disease systems outside one’s specialty, inexperience in recognizing potential treatment interactions, or an inability to gather enough facts and symptoms to make an accurate diagnosis. Our tools help prevent medical errors by providing a timely solution to avoid these common points of error.

We target our solution to the global marketplace knowing that our solution can be utilized to assist in delivering healthcare to a target market consisting of billions of people worldwide. As an indication of the breadth and diversity of our target applications consider the following illustrations:

Millions of rural healthcare workers are needed to serve more than 2.5 billion people in the developing and emerging countries of Asia, Africa and South America. India alone is seeking to train 250,000 first level workers to improve access to healthcare to over 500 million people. The funding for technology in these areas comes from governments and charitable organizations and we plan to support these efforts globally. Consumers in these markets are prime candidates for targeted marketing by pharmaceutical, biotechnology and medical device companies that seek an efficient and cost-effective method to target customers requiring their products. We believe that traditional advertising is ineffective in these markets. Through mobile phones we can deliver targeted information to people in need of healthcare services.

· Through collaborations with other companies, such as ~~Microsoft Corporation and~~ Montana Healthcare Solutions, we expect to participate in a substantial developing market to allow individuals to manage their health information and associate with providers to more effectively manage their care. The goal of the governments in these emerging countries is to use technology to reduce costs while improving care, as well as having the ability to collect and store data that can be used for public health planning. We offer several modules, with our data collection and diagnostic information typically being the main offerings for joint marketing with partners. The population in the countries initially being targeted in this partnership exceeds 200 million.

We enrich the quality and relevance of health information that may be delivered to consumers, physicians and other healthcare professionals, employers and health plans. Unlike traditional delivery methods such as WebMD, we offer the ability to interact with a knowledge management system to create a diagnosis based on relevant data. Whether as a stand-alone website or as an engine powering the offerings of other sites, we believe we have an important role in supercharging the health information marketplace.

Our unique data interpretation capability solves the most difficult aspect of getting a correct diagnosis and appropriate treatment. Instead of just assembling facts, we take facts and use them to create diagnoses and treatments based on user inputs. We prompt users to enter relevant information necessary to confirm a diagnosis and guide treatment. Our solution has applications in large markets including:

The 30,000 hospitals in the U.S. and many more worldwide that are candidates for case management and clinical decision tracking which can benefit from our other modules. Many are being required to upgrade health information systems to meet new regulations and are seeking cost-effective tools, such as ours, to reduce the incidence of misdiagnosis and minimize unnecessary tests or procedures.

Practicing physicians and clinics that wish to check or confirm diagnoses thus reducing misdiagnosis error rates and minimize unnecessary tests or procedures. There are over 600,000 physicians and surgeons in the U.S. alone and many more worldwide.

· As a tool for medical training and education. Our system can become an integral part of medical student training, allowing students to quickly access information and self-check their diagnoses. We believe our solution can be an invaluable tool to help medical students learn the next question to ask in order to complete an accurate diagnosis. ~~There are approximately 160 medical schools in the U.S. and WHO recognized over 1,600 international schools as of 2000.~~

Benefit managers who work to optimize care by identifying best practices and reducing unnecessary procedures.

Our Strategy and Collaborations

Strategy

Our mission is to save lives and improve quality of life through our innovative health information technology. Our mission is based on our founder’s vision of a truly global medical solution used to save lives through faster, more accurate diagnosis and treatment. Our strategy is to partner with major organizations in the healthcare and technology fields to provide our software solution for use around the world. Much of our marketing has been done through strategic business ~~partners~~contacts, collaborations and prospective integrators. ~~Microsoft, Intel and the Bill and Melinda Gates Foundation have been important in building awareness of our suite of products along with conferences and tradeshows.~~

Our strategy in mature markets, initially the United States, is focused primarily on payers – insurers where we are pursuing collaborations to provide our patent pending solutions in a variety of applications. We are targeting collaborations to leverage our sophisticated clinical reasoning and proprietary database focusing on applications for pre-admission screening, predictive medicine, diagnostic support and chronic disease management and treatment adherence.

Our strategy in developing and emerging countries is to use our solution to improve healthcare efficiency and delivery. We plan to do this through a flexible system that allows some of our efforts to be charitable, others at or near cost and others to be for-profit endeavors.

Our affiliation with the Robertson Research Institute (“RRI”), a 501(c)(3) public charity, is important for several reasons. We are affiliated with RRI for technology and common management which has been important in the development of our healthcare solution. It is equally important in the future because it allows us options to pursue a range of partnerships combining government, charity and for-profit entities in developing and emerging areas of the world.

We have a product distribution agreement with Montana Healthcare Solutions (Pty) Ltd., a South Africa company, whereupon Montana Health has limited rights to sell/market products/services on our behalf. We have agreed to pay to Montana Health a portion of the sales proceeds for marketing/sales and support services to be determined on a project-by-project basis. We are working towards and anticipate developing other similar relationships wherein these companies work with us to sell and market our products and services worldwide.

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The key element of our business strategy is to build on existing collaborative arrangements and develop new collaborative relationships throughout the developing, emerging and developed regions of the world. We expect to continue to enhance the capabilities of our solutions and expand our medical database.

Entering into 2013, we are seeking collaboration and integration partners in the United States and other developed markets to demonstrate our ability to assist in reducing healthcare costs, improving quality of care, and increasing productivity. Future alliances and collaborations for our applications may extend all the way from the consumer and healthcare provide to the healthcare payer.

Collaborations and Integrations

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In December 2010, we signed an addendum to the product distribution agreement with Montana Health to include performance measures and revenue sharing should a contract with Sanlam Group be signed. This consumer driven project is to bring Diagnostic Support, integrated Sanlam risk management protocol and Health Insurance (top-up insurance) to Sanlam customers.

In July 2011, we entered into a Memorandum of Understanding with LifeSense Group (Pty) Ltd to deliver RHealth Advisor Mobile Web as an add-on service to their members. This is to be accomplished through integration of RHealth Advisor into LifeSense’s clinic management product which is in use across Africa.

InUnder ~~August~~a ~~2011~~2010 grant from Johnson & Johnson Company, wemanaged ~~entered~~by ~~into~~the aGrameen ~~Memorandum~~Foundation, ofwe ~~Understanding~~were ~~with~~selected ~~MXit~~on ~~Lifestyle~~a ~~(Pty)~~consulting ~~Ltd,~~basis anto ~~online~~customize ~~mobile~~and ~~instant~~port ~~messenger~~our consumer diagnostic engine and ~~social~~patient ~~network~~monitoring/compliance ~~platform~~module ~~based~~to ina ~~South~~mobile ~~Africa~~phone. The ~~understanding~~first ispilot project in India was designed to ~~deliver~~help ~~RHealth~~manage ~~Advisor~~HIV ~~Consumer~~patients ~~Mobile~~and ~~Web~~enhance astheir antreatment ~~online~~compliance. ~~consumer~~This ~~offering~~project toserved beas ~~made~~a ~~available~~proof of concept to ~~MXit~~show RHealth Advisor’s ~~current~~ability ~~user~~to ~~base~~tailor ininto ~~South~~a ~~Africa~~specific disease management program.

In ~~September~~2010, ~~2011~~in collaboration with Intel’s World Ahead Program, we ~~entered~~collaborated ~~into~~with a ~~Software~~“ruggedized ~~License~~laptop” ~~Agreement~~hardware ~~with~~and ~~Telemedicine~~software ~~Africa~~solution ~~(Pty)~~targeting ~~Ltd~~India. The toaim ~~deliver~~was ~~RHealth~~to ~~Advisor~~provide ~~mobile~~the ~~web~~electronification asof anhealthcare ~~essential~~to ~~addition~~provide toquality ~~its~~healthcare ~~telemedicine~~access ~~solution~~for ~~offering~~rural tocitizens ~~the~~and ~~medically~~reduce ~~underserved~~crowding ~~population~~in ofurban ~~Africa,~~hospitals. We ~~enabling~~believe ~~the~~this ~~provision~~collaboration ofdemonstrated ~~medical~~a ~~support~~proof ~~and~~of ~~services~~concept to beshow ~~extended~~RHealth ~~directly~~Advisor’s ~~into~~ability ~~the~~to ~~community. RHealth~~collaborate ~~Advisor~~with ~~will~~unique beand ~~distributed~~flexible tohardware ~~Telemedicine~~platforms ~~Africa’s~~that ~~clients~~have onextended areach ~~revenue~~and ~~share~~access ~~basis~~globally.

In ~~September~~December ~~2011~~2010, we ~~entered~~signed ~~into~~a product distribution agreement with Montana Healthcare Solutions, a ~~Software~~South ~~License~~African ~~Agreement~~based health solutions distribution company, whereupon Montana Healthcare Solutions has limited rights to sell/market products/services on our behalf. We have agreed to pay to Montana Healthcare Solutions a portion of the sales proceeds for marketing/sales and support services to be determined on a project-by-project basis. Since its inception, we have partnership with Donald Woods Foundation, MIMU Foundation, Health Partners, Buffellshoek Trust, Integr8, LifeCare Hospitals, Nokia, and Sanlam Health to determine business and integration models. In conjunction with Montana Healthcare Solutions we have signed agreements with Telemedicine Africa (Pty) to deliver RHealth Advisor ~~Mobile~~mobile ~~Web~~web as an essential addition to ~~Sanlam~~its ~~customers~~telemedicine ~~through~~solution ~~Sanlam~~offering to the medically underserved population of Africa; MXit Lifestyle (Pty) Ltd, an online social network, to deliver health applications to MXit’s ~~mobile~~current ~~portal~~user base in South Africa.

~~Due~~During tothe ~~industry~~2010 ~~and customer interest in our solution~~timeframe, we ~~continue~~determined tothe ~~discuss~~importance ~~future~~of ~~applications~~modularizing ~~through~~our ~~collaborations~~platform ~~and~~to ~~strategic~~be ~~alliances~~used ~~across~~with aother ~~wide~~healthcare ~~breadth~~related ~~of the health care industry~~companies. We ~~expect~~contracted ~~future~~with ~~alliances~~Blacklight, ~~and~~a ~~collaborations~~South ~~for~~African ~~applications~~technology ~~at hospitals~~company, ~~clinics, in rural health,~~ for ~~telemedicine~~unique ~~and~~development intools ~~other~~to ~~areas,~~easily ~~and~~white-label ~~such~~RHealth ~~applications~~Advisor’s ~~may~~mobile ~~involve~~web ~~inclusion~~user ofinterfaces ~~our~~for ~~software~~various ~~with other product or service offerings~~customers. ~~We believe our solution has a significant competitive edge over other health information and clinical decision support systems.~~

In 2012, with some of the changes in the US healthcare system, it became apparent that the global solution we have developed could easily meet the needs and interests of healthcare providers, payers and customers in developed countries. In January 2012, we expanded our efforts to prepare for commercialization in developed markets. This included taking what has been learned in the global market and applying it to developed markets. During 2012, we identified and filed for patent protection in four key use areas. We have filed these patent applications to leverage the sophisticated clinical reasoning and proprietary database that we have developed. We believe we have a significant disruptive advantage in the following four important use case areas; all pointing directly to our refined business strategy and product differentiation:

Pre-admission Screening – streamline patient throughput at the primary care level. For example, patient receives initial impression via RHealth Advisor approved by the physician and is directed to complete necessary laboratory tests prior to seeing the physician; eliminating unnecessary patient visits within the system and allowing the provider to see more patients with higher return on investment for each appointment.

Predictive Medicine – identify unnecessary tests and provide argumentation for testing that is statistically relevant to form a conclusion. RHealth Advisor provides the physician, nurse practitioner and physician assistant the statistical likelihood that a given test will change the diagnostic confidence of a disease; eliminating unnecessary, or provide for less expensive tests, to get to the same conclusion thus saving the payer significant money. This allows them to incentivize providers to operate in a new fashion.

Diagnostic Support – providing differential diagnostic support. For example, RHealth Advisor’s prominent award winning diagnostic engine would provide diagnostic support to assist in reducing misdiagnosis and medical errors. In 2011, healthcare economist stated that misdiagnosis and medical errors cost the system $17 billion.

Chronic Disease Management and Treatment Adherence- improving patient monitoring and follow-up using sophisticated clinical reasoning and established technology. For example, a patient’s current status, the progression of their disease and any complications that may arise are monitored by RHealth Advisor with automated daily care management, reminders about appointments and diet and activity recommendations. Using our physician portal a physician can quickly evaluate and manage each of their patients which contain red, yellow, and green indicators based on their patient’s current condition and monitoring statistics. The engine tailors specific treatment plans for each patient allowing the physician to direct the patient’s care quickly and effectively.

We believe healthcare providers view the above use cases as a way to lower their cost of providing care, manage more patients with a greater reach and influence and provide care to a knowledgeable consumer. This ultimately extends their revenue stream.

Payers view these use cases as a way to improve the quality, affordability and access of care. Together, these ultimately extend their profit margins and differentiate them in competitive markets.

Patients view these use cases as a way to improve their patient and provider experience by accessing better health care and saving time and out-of-pocket spending and unnecessary time in waiting rooms.

Despite all of the prior successes we have had, the Company has incurred large historical losses and did not recognize any sales revenues during the fiscal year ended September 30, 2012. Due to our working capital deficit and resulting lack of liquidity, our operations have been greatly curtailed. However, our software has continued to be developed and made more functional for the markets we are pursuing.

Competition

The markets we participate in are intensely competitive, continually evolving and subject to rapid change. Other companies with competing applications ~~may~~ have greater technical resources, product development, marketing, financial and other resources than we do. These organizations may have longer operating histories, greater brand recognition and larger customer bases as well.

However, we believe that through our strategy of partnering we compete primarily on the strength of our technology where the principal competitive factors include:

Scalability – the ability to scale to large national health systems throughout the world.

Adaptability – ability to adapt to increasingly complex and changing healthcare systems.

Compatibility – ability to work seamlessly with a diverse range of input devices and back-end systems.

Functionality – ability to offer a wide scope of services to meet healthcare needs.

Performance – ability to perform rapidly given the large scale of functionality.

Security – ability to protect highly sensitive consumer information.

Reliability – ability to provide predictable and repeatable highly relevant diagnosis and treatment information.

Relationships with large healthcare organizations and corporations – we have demonstrated our ability to work with the largest organizations in the world.

We believe that weour applications compete favorably with those of our competitors on the basis of the above factors. WeOur applications compete most directly with other clinical decision support systems such as WebMD Symptom Checker, IBM’s Watson, Mayo Clinic Symptom Checker, ePocrates Essentials, Isabel, DiagnosisPro, Gideon, DxPlain, VisualDX and others. IBM’s Watson and these other traditional clinical decision support systems only provide a statistical analysis of data gathered and are limited by the user’s knowledge and input, whereas RHealth Advisor provides other benefits such as providing actionable next steps and patient education, including pertinent health record information within the diagnosis, sharing of health records across multiple platforms, and the ability to diagnose rare presentations of rare diseases. We believe weour applications stand out from the competition because of our diagnostic engine, which determines a diagnosis based on symptoms, as well as disease probability and possibility. In addition, ours is the only solution with the ability to query the user for additional relevant information to obtain a higher confidence level for diagnosis. As a result, we believe our RHealth Advisor delivers a more accurate and relevant diagnosis. In addition it delivers better data integrity, increased patient adherence, a screening level that helps determine the service needed, monitoring and evaluation statistics, early detection of treatment failure, and pre-crisis intervention. Other important competitive factors in this area include device compatibility and portability, areas in which we believe we excel.

1112

While we are not currently planning to compete directly with static health information services such as WebMD or MayoClinic, we do have a powerful health information database and strong tools that make the information useable as a resource and an educational tool. Should we license a system for use with our database or in combination with other databases, we believe we can distinguish ourselves, since we enrich data through interpretation. We also provide a user-rich experience because we integrate with personal history and current symptoms to provide diagnostic information, which other static health information systems do not currently offer.

Our ability to provide health records also makes us complimentary with product offerings including Microsoft’s HealthVault and others. We see opportunities to collaborate with such providers for our software modules to complement rather than compete. However, as we collaborate with one provider in an application area, we will compete with other providers for specific customers and business opportunities.

Government Regulation

The healthcare industry is highly regulated and is subject to changing political, regulatory and other influences. ~~Many~~Most ~~healthcare~~of ~~laws~~our ~~are~~revenue ~~complex,~~is ~~and~~derived ~~their~~either ~~application~~directly tofrom ~~specific~~the ~~products~~healthcare ~~and~~industry ~~services~~or ~~may~~from ~~not~~other besources ~~clear.~~that Inare ~~particular,~~subject ~~many~~to ~~existing~~ healthcare laws and ~~regulations,~~related ~~when enacted, did not anticipate the healthcare information services that we provide. However, these laws,~~ regulations and ~~industry~~could ~~standards~~be ~~may~~affected ~~nonetheless~~by bechanges ~~applied~~in tothose ~~our~~laws ~~products~~ and ~~services~~regulations. WeThe ~~cannot~~following ~~provide~~is ~~assurance~~a ~~that~~description weof ~~will~~some beof ~~able to accurately anticipate~~ the ~~application~~healthcare ~~of these~~ laws, ~~regulations~~ and ~~industry~~regulations ~~standards~~applicable to ~~our~~us, ~~operations.~~either ~~Our~~directly ~~failure~~or tothrough ~~accurately~~their ~~anticipate~~effect ~~the~~on ~~application~~our ofhealthcare ~~these~~industry ~~laws~~customers. ~~and~~Changes ~~regulations~~in tothose ~~our businesses~~laws, orregulations ~~other~~and ~~failure~~standards tomay ~~comply, could~~ create ~~liability~~unexpected liabilities for us, ~~result~~may incause ~~adverse~~us ~~publicity~~to incur additional costs and ~~negatively~~may ~~affect~~restrict our ~~business~~operations.

~~The~~Many healthcare ~~industry~~laws isare ~~subject~~complex, and their application to ~~state~~specific products and ~~federal~~services may not be clear. In particular, many existing healthcare laws and regulations, ~~and~~when toenacted, ~~oversight~~did bynot ~~regulatory~~anticipate ~~entities~~the healthcare information services that we provide. ~~While~~However, ~~some~~these oflaws, regulations and industry standards may nonetheless be applied to our products ~~may~~and services. We cannot provide assurance that we will be ~~subject~~able to ~~government~~accurately ~~regulation,~~anticipate the ~~effect~~application onof ~~our~~these ~~customers~~laws, ~~may~~regulations beand ~~more~~industry ~~pronounced~~standards to our operations. ~~Knowledge~~Our failure to accurately anticipate the application of ~~applicable~~these ~~regulation~~laws and ~~oversight~~regulations isto ~~therefore~~our ~~important~~operations, or other failure to comply, could create liability for us, result in adverse publicity and negatively affect our business. Even in areas where we are not ~~only~~subject ~~because~~to ofhealthcare ~~the~~regulation ~~compliance~~directly, ~~required~~we ~~for~~may ~~certain~~become ofinvolved in governmental actions or investigations through our ~~software~~relationships ~~products~~with ~~but~~customers ~~also~~that ~~because~~are itregulated, ~~creates~~and ~~opportunities~~participation ~~for~~in ussuch toactions ~~sell~~or ~~products~~investigations, even if we are not a party and ~~services~~not tothe ~~customers~~subject of an investigation, may cause us to ~~facilitate~~incur ~~their~~significant ~~compliance~~expenses.

The laws and regulations that govern our business change rapidly. The following are summaries of some of the evolving areas of law and regulation that are relevant to our business:

United States Food and Drug Administration

The FDA promulgated draft guidance (“Proposed FDA Guidance”) for the regulation of computer software products as medical devices and a Final Rule for reclassification of medical device data systems under the Federal Food, Drug and Cosmetic Act, as amended, or FDCA. The FDA also held a public Workshop to further discuss the FDA Guidance. To the extent that our software products are utilized as a clinical decision support system that allow a user to input patient-specific information and output a patient-specific result, diagnosis, or treatment recommendation to be used in clinical practice or to assist in making clinical decisions, then we are subject to the Proposed FDA Guidance and applicable regulations. To the extent that our software products are utilized as a symptom checker not intended to support a clinical decision and a mere medical reference guide, then we may not be subject to the Proposed FDA Guidance and applicable regulations. Although it is not possible to anticipate the final form of the Proposed FDA Guidance with regard to computer software, we expect that the FDA will become increasingly active in regulating computer software intended for use in healthcare settings regardless of whether the Proposed FDA Guidance is finalized or changed.

Medical devices are subject to extensive regulation by the FDA under the FDCA. Under the FDCA, medical devices include any instrument, apparatus, machine, contrivance, or other similar or related article that is, among other requirements, intended for use in the diagnosis of disease or other conditions or in the cure, mitigation, treatment, or prevention of disease. FDA regulations govern, among other things, product development, testing, manufacture, packaging, labeling, storage, clearance or approval, advertising and promotion, sales and distribution, and import and export. FDA requirements with respect to devices that are determined to pose lesser risk to the public include:

·	establishment registration and device listing with the FDA;

·	the Quality System Regulation, or QSR, which requires manufacturers, including third-party or contract manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during all aspects of manufacturing;

·	labeling regulations and FDA prohibitions against the advertising and promotion of products for uncleared, unapproved off-label uses and other requirements related to advertising and promotional activities;

·	medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur; and

·	corrections and removal reporting regulations, which require that manufacturers report to the FDA any field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health.

Non-compliance with applicable FDA requirements can result in, among other things, public warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of production, failure of the FDA to grant marketing approvals, withdrawal of marketing approvals, a recommendation by the FDA to disallow us from entering into government contracts, and criminal prosecutions. The FDA also has the authority to request repair, replacement, or refund of the cost of any device.

2010 Healthcare Affordable Care Act

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (which we refer to as the Affordable Care Act), was signed into law in March 2010. The Affordable Care Act makes extensive changes to the system of healthcare insurance and benefits in the U.S. In general, the Affordable Care Act seeks to reduce healthcare costs and decrease the number of uninsured legal U.S. residents by, among other things, requiring individuals to carry, and certain employers to offer, health insurance or be subject to penalties. The Affordable Care Act also imposes new regulations on health insurers, including guaranteed coverage requirements, prohibitions on certain annual and all lifetime limits on amounts paid on behalf of or to plan members, increased restrictions on rescinding coverage, establishment of minimum medical loss ratio requirements, a requirement to cover certain preventive services on a first dollar basis, the establishment of state insurance exchanges and essential benefit packages, and greater limitations on how health insurers price certain of their products. The Affordable Care Act also contains provisions that will affect the revenues and profits of pharmaceutical and medical device companies, including new taxes on certain sales of their products.

Many of the provisions of the Affordable Care Act that expand insurance coverage will not become effective until 2014, and many provisions require regulations and interpretive guidance to be issued before they will be fully implemented. While we do not currently anticipate any significant adverse effects on us as a direct result of application of the Affordable Care Act to our business or on our company in its capacity as an employer, we are unable to predict what the indirect impacts of the Affordable Care Act will be on our business through its effects on other healthcare industry participants. We believe the Affordable Care Act may possibly drive demand for our solutions that offer productivity improvements. However, we cannot yet determine the scope of any such opportunities or what competition we may face in our efforts to pursue such opportunities.

Privacy and Security Regulations

The Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations that have been issued under it, which we collectively refer to as HIPAA, contain substantial restrictions and requirements with respect to the use and disclosure of individuals’ protected health information. HIPAA prohibits a covered entity from using or disclosing an individual’s protected health information unless the use or disclosure is authorized by the individual or is specifically required or permitted under HIPAA. Under HIPAA, covered entities must establish administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of electronic protected health information maintained or transmitted by them or by others on their behalf.

Subtitle D of the Health Information Technology for Economic and Clinical Health (HITECH) Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and its implementing regulations, address the privacy and security concerns associated with the electronic transmission of health information. The HITECH Act requires that covered entities follow certain breach notification procedures if unsecured protected health information is breached, including notifying affected patients and reporting to the Secretary of Health and Human Services under certain circumstances. Further, in light of the HITECH Act, certain sections of the HIPAA regulations are undergoing revision, which may impact our compliance requirements.

State Laws

In addition to HIPAA, most states have enacted patient confidentiality laws that protect against the unauthorized disclosure of confidential medical information, and many states have adopted or are considering further legislation in this area, including privacy safeguards, security standards and data security breach notification requirements. Such state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we must comply with them even though they may be subject to different interpretations by various courts and other governmental authorities.

Medical Professional Regulation

The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine, which is referred to as the prohibition against the corporate practice of medicine. We do not believe that we engage in the practice of medicine, and we have attempted to structure our product offerings, strategic relationships and other operations to avoid violating these state licensing and professional practice laws. We do not believe that we provide professional medical advice, diagnosis or treatment within the meaning of these laws. We have no intention to provide medical care or advice. A state, however, may determine that some portion of our business violates these laws and may seek to have us discontinue those portions or subject us to penalties or licensure requirements. Any determination that we are a healthcare provider and acted improperly as a healthcare provider may result in liability to us.

Other Requirements

In addition to HIPAA, numerous other state and federal laws govern the collection, dissemination, use, access to and confidentiality of individually identifiable health and other information and healthcare provider information. The FTC has issued, and several states have issued or are considering, new regulations to require holders of certain types of personally identifiable information to implement formal policies and programs to prevent, detect and mitigate the risk of identity theft and other unauthorized access to or use of such information. Further, the U.S. Congress and a number of states have considered or are considering prohibitions or limitations on the disclosure of medical or other information to individuals or entities located outside of the United States.

Many countries and governmental bodies have, or are developing, laws that may apply to online health information services of the types we provide, including laws regarding the collection, use, storage and dissemination of personal information or patient data. To the extent our operations are located within their jurisdiction or are directed at individuals within their jurisdiction, these laws may apply to us. In addition, those governments may attempt to apply such laws extraterritorially or through treaties or other arrangements with U.S. governmental entities. To the extent we fail to accurately anticipate the application or interpretation of these laws, we could be subject to liability and adverse publicity, which could negatively affect our business. In addition, these laws may impose additional operational requirements or restrictions on our business and increase our cost of doing business.

Employees

At September 30, ~~2011~~2012, we employed a total of 156 people. Of such employees, two were executive officers, ~~ten~~three were in research and development, ~~two~~and one in marketing, sales and licensing ~~and one in general administration~~. We also use outside consultants for various services from time to time. We ~~have not experienced any work stoppages and~~ are not a party to a collective bargaining agreement,. ~~and~~We we consider our relations with our employees to be favorable.

Available Information

Our annual report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on our website at www.robertsonhealth.com shortly after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically. We assume no obligation to update or revise forward looking statements in this Form 10-K, whether as a result of new information, future events or otherwise, unless we are required to do so by law.

ITEM 1A. RISK FACTORS

In addition to the information contained elsewhere in this annual report, you should consider carefully the following risk factors related to the Company. If any of the risks described below actually occur, our business, financial condition, results of operations, cash flows and stock price could be materially adversely affected. This annual report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this annual report.

Risk Factors Relating to Our Business

We are a development stage company. Our products and services are being introduced into evolving and changing markets and face a relatively prolonged full adoption cycle by proposed users. Certain products, key to our future plans, continue to be adapted and improved for the intended end use. As a result and since we have not had significant revenues, we are still considered to be in the development stage and remain subject to all of the risks inherent in the establishment of a new business enterprise. An investment in our Company must be considered in light of all the risks inherent in any development stage business including the absence of a profitable operating history, lack of financial and customer market recognition, and limited banking and financial relationships. In addition, our business plan and operating strategy involves expansion into businesses and global markets that are highly competitive and dominated by large companies with long established and highly recognized market presence.

We have a history of losses and may incur future losses. From Inception to September 30, ~~2011~~2012, we have incurred significant losses and negative cash flow from operations and have a deficit accumulated during the development stage of $1618,~~876~~074,~~147~~827. Our net losses for the ~~year~~years ended September 30, ~~2011~~2012 and ~~for~~September ~~the~~30, ~~transition~~2011 ~~period~~were ~~(nine~~$1,198,680 ~~months)~~and ~~ended~~$2,808,403, respectively. At September 30, ~~2010~~2012, ~~were~~we had negative working capital of $23,~~808~~650,~~403~~926 and had notes and accrued interest in default aggregating $31,~~735~~626,~~431, respectively~~142. Our ability to emerge from the development stage and continue as a going concern is in doubt and is dependent upon obtaining additional financing, restructuring or renegotiating our debt and/or attaining a profitable level of operations. We could continue to incur losses in the future until revenues are sufficient to sustain continued profitability. Failure to achieve or maintain profitability will likely negatively impact the value of our securities.

14Our independent auditors have expressed substantial doubt about our ability to continue as a going concern. In their audit opinions issued in connection with our consolidated balance sheets as of September 30, 2012 and our related consolidated statements of operations, consolidated changes in stockholders’ deficit and cash flows for the years then ended, our independent public accounting firm stated that our significant recurring net losses and our requirement to secure new financing raised substantial doubt about our ability to continue as a going concern. We have prepared our financial statements on a going concern basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. Our 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 our financial statements. If we are unable to continue as a going concern, our stockholders may lose a substantial portion or all of their investment.

~~Our~~We ~~independent~~require ~~auditors~~additional ~~have~~financing ~~expressed~~to continue our operations. We require substantial ~~doubt~~additional ~~about~~financing to continue development and marketing of our ~~ability~~products and to ~~continue~~execute asour abusiness ~~going~~plan. ~~concern~~Our principal source of liquidity at September 30, 2012 consisted of cash of $5,764. InWe ~~their~~have ~~audit~~no ~~opinions~~other ~~issued~~unused sources of liquidity at this time. Management expects that given the current rate of expenditures it will require approximately $1,000,000 to meet operating requirements for the next twelve months in ~~connection~~addition ~~with~~to cash requirements or refinancing to meet current debt obligations. Additionally, the development of our ~~consolidated~~products ~~balance~~may ~~sheets~~require asthe commitment of ~~September~~substantial ~~30,~~funds ~~2011~~to conduct the costly and ~~2010~~time-consuming research and ~~our~~testing ~~related~~necessary ~~consolidated~~to ~~statements~~establish ofmarket ~~operations~~acceptance and establish marketing and licensing capabilities. Our future capital requirements may depend on many factors, ~~consolidated~~including ~~changes~~progress in ~~stockholders’~~our ~~deficit~~research and ~~cash~~development ~~flows~~programs, our ability to establish collaborative arrangements with others for product development, marketing and distribution, the ~~periods~~time ~~then~~and ~~ended~~costs involved in obtaining any required regulatory approvals, and other economic factors outside our ~~independent~~control. ~~public~~Accordingly, ~~accounting~~we ~~firm~~may ~~stated~~need ~~that~~to ~~our~~raise ~~significant~~substantial ~~recurring~~additional ~~net~~capital ~~losses~~to ~~and~~fund our ~~requirement~~operations. Management is seeking to ~~secure~~raise ~~new~~additional ~~financing~~funds ~~raised~~through ~~substantial~~debt ~~doubt~~or ~~about~~equity ~~our~~financings, ~~ability~~or through collaborative ventures entered with potential corporate or other partners to ~~continue~~fund assome aor ~~going~~all ~~concern~~of such activities. We do not currently have ~~prepared~~any ~~our~~such ~~financial~~arrangements ~~statements~~with onany asuch ~~going~~corporate ~~concern~~sponsors, ~~basis~~and ~~that~~there ~~contemplates~~can ~~the~~be ~~realization~~no ofassurance ~~assets~~that ~~and~~such ~~the~~arrangements ~~satisfaction~~will ofbe ~~liabilities~~consummated inor ~~the~~that ~~normal~~such ~~course~~collaborative ofventures ~~business~~will ~~for~~be ~~the~~entered ~~foreseeable~~into ~~future.~~by ~~Our~~us ~~financial~~on ~~statements~~favorable doterms, ~~not~~if ~~include~~at ~~any~~all. ~~adjustments~~In ~~that~~addition, ~~would~~there can be ~~necessary~~no ~~should~~assurance we will otherwise be ~~unable~~able to ~~continue~~obtain asadditional afinancing ~~going~~or ~~concern~~that ~~and~~such financing, ~~therefore~~if available, can be ~~required~~obtained on terms acceptable to ~~liquidate~~us. ~~our~~If ~~assets~~such ~~and~~financings ~~discharge~~are ~~our~~not ~~liabilities~~consummated inor ~~other~~additional ~~than~~financing ~~the~~is ~~normal~~not ~~course~~otherwise ofavailable, we may be required to modify our business ~~and~~development atplans ~~amounts~~or ~~different~~reduce ~~from~~or ~~those~~cease ~~reflected~~certain inor ~~our~~all ~~financial~~of ~~statements~~our operations. IfFailure weto ~~are~~enter ~~unable~~into such collaborative ventures or to ~~continue~~receive asadditional funding to complete our proposed product development programs could have a ~~going~~materially ~~concern,~~adverse effect on our ~~stockholders~~Company. In the event that we obtain any additional funding, such financings may ~~lose~~have a ~~substantial~~dilutive ~~portion~~effect oron ~~all~~the holders of ~~their~~our ~~investment~~securities because we may have to issue additional equity in connection with such financings.

We require additional financing to continue our operations. We require substantial additional financing to continue development and marketing of our products and to execute our business plan. Our principal source of liquidity at September 30, 2011 consisted of cash of $90,585. We have no other unused sources of liquidity at this time. Management expects that given the current rate of expenditures it will require approximately $2,200,000 to meet operating requirements for the next twelve months. Additionally, the development of our products may require the commitment of substantial funds to conduct the costly and time-consuming research and testing necessary to establish market acceptance and establish marketing and licensing capabilities. Our future capital requirements may depend on many factors, including progress in our research and development programs, our ability to establish collaborative arrangements with others for product development, marketing and distribution, the time and costs involved in obtaining any required regulatory approvals, and other economic factors outside our control. Accordingly, we may need to raise substantial additional capital to fund our operations. Management is seeking to raise additional funds through debt or equity financings, or through collaborative ventures entered with potential corporate or other partners to fund some or all of such activities. We do not currently have any such arrangements with any such corporate sponsors, and there can be no assurance that such arrangements will be consummated or that such collaborative ventures will be entered into by us on favorable terms, if at all. In addition, there can be no assurance we will otherwise be able to obtain additional financing or that such financing, if available, can be obtained on terms acceptable to us. If such financings are not consummated or additional financing is not otherwise available, we may be required to modify our business development plans or reduce or cease certain or all of our operations. Failure to enter into such collaborative ventures or to receive additional funding to complete our proposed product development programs could have a materially adverse effect on our Company. In the event that we obtain any additional funding, such financings may have a dilutive effect on the holders of our securities because we may have to issue additional equity in connection with such financings.16

We are dependent upon key personnel and consultants. Our success is heavily dependent upon the continued active participation of our current executive officers and other key employees. We are also highly dependent upon certain consultants. Loss of the services of one or more of these individuals could have a material adverse effect on our business, results of operations or financial condition. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Our products and services are developed by highly educated and trained personnel who cannot be quickly or easily replaced. Competition for qualified employees among medical information technology companies is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on our Company.

We are controlled by our current officers, directors and principal stockholders. Our directors, executive officers and principal stockholders beneficially own approximately 5551% of our ~~fully diluted shares of~~ Common Stock. As a result, such persons will have the ability to exert substantial influence over the election of the members of our Board of Directors and to determine the outcome of most issues submitted to our stockholders for approval.

15Conflicts of interest may arise relating to our technology license and other affiliate arrangements. Certain conflicts of interest now exist and will continue to exist between us and our executive officers and directors as they have other employment, business and investment interests to which they devote some attention and they are expected to continue to do so. We currently license our core technology from an entity controlled by our Chairman, President and CEO, Dr. Robertson. While we anticipate that Dr. Robertson will recuse himself from negotiations among us and affiliated Robertson Entities there can be no assurance thereof or that his ownership might not influence others. We have not established policies or procedures for the resolution of current or potential conflicts of interest between us and management or management-affiliated entities. There can be no assurance that members of management will resolve all conflicts of interest in our favor. Officers and directors are accountable to our Company as fiduciaries, meaning that they are legally obligated to exercise good faith and integrity in handling our affairs. Failure by them to conduct our business in our best interests may result in liability to us and to them. While our directors and officers may be excluded from liability for certain actions pursuant to indemnification agreements in our articles and bylaws or contracts, there is no assurance that our officers and directors would be excluded from liability or indemnified if they breach their loyalty to our Company.

Conflicts of interest may arise relating to our technology license and other affiliate arrangements. Certain conflicts of interest now exist and will continue to exist between us and our executive officers and directors due to the fact that they have other employment, business and investment interests to which they devote some attention and they are expected to continue to do so. We currently license our core technology from an entity controlled by our Chairman, President and CEO, Dr. Robertson. While we anticipate that Dr. Robertson will recuse himself from negotiations among us and affiliated Robertson Entities there can be no assurance thereof or that his ownership might not influence others. We have not established policies or procedures for the resolution of current or potential conflicts of interest between us and management or management-affiliated entities. There can be no assurance that members of management will resolve all conflicts of interest in our favor. Officers and directors are accountable to our Company as fiduciaries, meaning that they are legally obligated to exercise good faith and integrity in handling our affairs. Failure by them to conduct our business in our best interests may result in liability to us and to them. While our directors and officers may be excluded from liability for certain actions pursuant to indemnification agreements in our articles and bylaws or contracts, there is no assurance that our officers and directors would be excluded from liability or indemnified if they breach their loyalty to our Company.

We must develop a customer base and collaborations in order to grow our business. While we have certain customer collaborations on product development and marketing, in order to grow our business we must develop additional relationships with customers and collaboration partners to obtain the distribution to and use of our products by end customers, whether consumers, healthcare workers or others. We cannot guarantee that we will be able to develop a customer or collaboration base. Even if we obtain customers, we cannot guarantee that such parties will purchase, sell or distribute sufficient products at prices that will enable us to recover our costs in acquiring and servicing customers. Our ability to sell our products depends on a number of factors, including:

our ability to customize and introduce products that have the features required by particular customers;

our ability to develop relationships with customers and collaborators that will lead to use of our products by end users;

our ability to develop new markets for our products; and

our ability to develop international product distribution directly or through collaborative partners.

Healthcare service providers and users may not accept our products. The success of our current and future products may require acceptance or continued acceptance by healthcare service providers and end users. Such acceptance may depend on product research and testing, and the conclusion by such persons that our products are effective, safe, efficient, and utilize acceptable methods of diagnosis and benefits. Even if the efficacy of our products is established, healthcare industry participants may elect not to use our products for unanticipated reasons.

We may not be able to adequately enhance our products. The market for our proposed products is characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. Our future success may depend, in part, on our continued ability to enhance our current products, create synergies between our products and those of strategic partners and to introduce new products and features to meet changing customer requirements, technological advances and emerging industry standards. There can be no assurance that we will successfully complete the development of future products or, if developed, that our products will achieve market acceptance. Any delay or failure of these products to achieve market acceptance would adversely affect our business, financial condition and results of operations. In addition, there can be no assurance that products or technologies developed by others will not render our products or technologies less-competitive which would have a material adverse effect on our business and prospects.

Our products may not perform as projected. We have invested substantial resources in development of our products and services. There can be no assurance, however, that our products will perform as intended or be well-received by intended users. Furthermore, there can be no assurance that competitors will not introduce products that perform better, offer technological or competitive advantages, or are more readily accepted in the marketplace, than our products.

We face intense competition. Our proposed business is characterized by intense competition. Many companies, research institutes, hospitals and universities are presently working to develop products and processes in our fields of research and planned products. Most of these enterprises have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than our Company. Certain of such companies may have experience in undertaking testing of new or improved products similar in nature to that which we are developing and plan to introduce. Accordingly, other companies may succeed in developing products earlier than we do or that are more effective than those proposed to be developed and introduced by us. Further, competition in our field may intensify. There can be no assurance that we will be able to compete successfully.

We cannot predict our future operating results. Our quarterly and annual results will likely be subject to fluctuations caused by many factors, any of which could result in our failure to achieve our expectations. We expect our proprietary products and technologies will be the source of substantially all of our future revenues. Revenues, if any, from our proprietary products and technologies are expected to vary significantly due to a number of factors. Many of these factors are beyond our control. Any one or more of these factors, including those listed below, could cause us to fail to achieve our revenue expectations. These factors include:

our ability to develop and supply our software products and solutions to collaboration partners and customers;

market acceptance of, and changes in demand for, our software products;

gains or losses of significant customers, collaborators or strategic relationships;

the availability, pricing and timeliness of licensing of our products by customers;

timing of new technological advances, product announcements or introductions by us, by our licensees and by our competitors;

product obsolescence and the management of product implementations and transitions;

unpredictable installation, service or software warranty costs;

installation or order delays by customers;

general healthcare industry conditions, including changes in demand;

general economic conditions that could affect the timing of customer orders and capital spending and result in order cancellations or rescheduling; and

general political conditions in this country and worldwide that could affect spending for the products that we intend to offer.

Some or all of these factors could adversely affect demand for our products or technologies and, therefore, adversely affect our future operating results.

Our expenses may vary from period to period, which could affect quarterly results and our stock price. If we incur additional expenses in a quarter in which we do not experience revenues or increased revenues, our results of operations will be adversely affected and we may incur larger losses than anticipated for that quarter. Factors that could cause our expenses to fluctuate from period to period include:

the timing and extent of our research and development efforts;

marketing, sales and licensing costs;

investments and costs of maintaining or protecting our intellectual property;

the extent of marketing and sales efforts and costs thereof to promote our products and technologies; and

the timing of personnel and consultant hiring.

~~Our~~New ~~products~~and ~~are~~changing ~~subject to~~ government regulation. ~~Our~~creates ~~current~~compliance ~~products~~challenges ~~are,~~ and ~~products~~may inincrease ~~development~~our ~~will likely be, subject to domestic and foreign regulation~~costs. The ~~material~~healthcare ~~violation~~industry ofis ~~these~~highly ~~regulations~~regulated ~~could,~~and ~~among~~is ~~other~~subject ~~adverse consequences, result in the issuance of an injunction~~ to ~~prevent~~changing ~~further transgressions~~political, ~~adverse publicity~~legislative, requests for recall, the suspension and/or withdrawal of applicable licenses, and criminal and civil liability. We may encounter significant delays or excessive costs in our efforts to secure and maintain necessary approvals or licenses, or we may never secure such approvals or licenses. There can be no assurance that applicable regulatory ~~bodies will approve our products if required, or that approvals waived or already granted will continue in effect. Regulators may,~~ and ~~often~~other ~~do, view products differently than their proponents, and approvals that we believe to be forthcoming may be significantly delayed or denied altogether~~influences. In addition, laws or rules applicable to our products could be changed in a way unfavorable to us or our products. Any such change could have a material adverse effect on our ability to obtain approval for our products and on our prospects in general.

Our ~~intellectual~~software ~~property may not be fully protected. We have no patents, trademarks or copyrights registered with the United States Patent~~ and ~~Trademark~~services ~~Office~~are ~~(the~~targeted ~~“PTO”)~~at inthis ~~connection~~highly ~~with~~regulated ~~our products~~industry. ~~Although~~Many wehealthcare ~~believe~~laws, ~~that~~including wethose ~~may~~related ~~be able~~ to ~~obtain~~reimbursement ~~intellectual~~by ~~property~~Medicare, ~~protection~~Medicaid ~~with respect to certain current products~~ and~~/or~~ ~~products~~other ~~now~~government ~~in development~~programs, ~~there~~are ~~can~~complex beand notheir ~~assurance~~application ~~that~~to ifspecific weproducts ~~apply~~and ~~that~~services ~~the~~may ~~PTO~~not orbe ~~its~~clear. ~~overseas~~In ~~counterparts will issue patents for such inventions~~particular, ~~or,~~many ifexisting ~~such~~healthcare ~~patents~~laws ~~are~~and ~~issued~~regulations, ~~whether~~when ~~they will provide meaningful protection for our products. We believe~~enacted, ~~however,~~did ~~that~~not ~~some~~anticipate of the ~~intellectual~~healthcare ~~property~~solutions ~~used~~that inwe ~~our products may be subject to common law protection as trade secrets and copyrights~~provide. However, wethese ~~may~~laws ~~not be able to obtain any patents in connection with our technology~~ and regulations may ~~not~~nonetheless be ~~able~~applied to ~~adequately protect~~ our ~~products.~~software ~~Also,~~and weservices ~~may,~~ in ~~the~~a ~~future,~~manner ~~face allegations~~ that ~~our technology violates or infringes the intellectual property rights of others; although no such claims have been made, and~~ we ~~are~~may not ~~aware of a basis for any such claim~~anticipate. ~~In either case~~ Furthermore, ~~our~~the ~~business~~laws ~~may~~are beconstantly ~~materially~~evolving ~~adversely~~and ~~affected,~~we ~~resulting~~cannot inpredict athe ~~loss~~effects of ~~potential~~future ~~revenues,~~legislative ~~increased expenses~~ and aregulatory ~~potential loss of marketing opportunities~~actions.

17The regulatory regimes to which we are subject, and the evolving nature of the applicable laws, have several important implications for us. We have invested resources in conforming our products to applicable standards and further significant investment may be required as certification standards evolve.

There can be no assurance that applicable regulatory bodies will approve our software or services if required, or that approvals waived or already granted will continue in effect. Regulators may, and often do, view products differently than their proponents, and approvals that we believe to be forthcoming may be significantly delayed or denied altogether. In addition, laws or rules applicable to our software or services could be changed in a way unfavorable to us. Any such change could have a material adverse effect on our ability to obtain approval for our software and services, if required, and on our prospects in general.

Beginning in calendar 2013, the Affordable Care Act provides that a tax in an amount equal to 2.3% of the price for which a manufacturer sells its medical devices will have to be paid by each medical device manufacturer. It is possible that our software or services may be impacted by this tax.

Our intellectual property may not be fully protected. While we have patent pending status on several of our processes, we have no patents, trademarks or copyrights registered with the United States Patent and Trademark Office (the “PTO”) in connection with our products. Although we believe that we may be able to obtain intellectual property protection with respect to certain current products and/or products now in development, there can be no assurance that if we apply that the PTO or its overseas counterparts will issue patents for such inventions, or, if such patents are issued, whether they will provide meaningful protection for our products. We believe, however, that some of the intellectual property used in our products may be subject to common law protection as trade secrets and copyrights. However, we may not be able to obtain any patents in connection with our technology and may not be able to adequately protect our products. Also, we may, in the future, face allegations that our technology violates or infringes the intellectual property rights of others; although no such claims have been made, and we are not aware of a basis for any such claim. In either case, our business may be materially adversely affected, resulting in a loss of potential revenues, increased expenses and a potential loss of marketing opportunities.

There is widespread uncertainty in the U.S. healthcare industry. In the United States, and in many other countries, there are political and governmental initiatives to significantly modify the healthcare system and the manner in which medical care is delivered and reimbursed. While we believe that the Company is well-positioned to take advantage of opportunities created by these changes. The outcome of this process is uncertain and this process could result in decisions and outcomes that may be unfavorable to our operations.

Our business may expose us to potential product liability risks. Our business may expose us to potential product liability risks that are inherent in providing medical diagnosis-related services and predictive technologies, and there can be no assurance that we will be able to avoid significant product liability exposure. Although we anticipate we may obtain product liability insurance, there can be no assurance that we will not face claims that exceed any possible insurance coverage, when and if obtained. Product liability insurance in the healthcare industry is generally expensive, and there can be no assurance that we will be able to obtain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. A successful products liability claim, if any, brought against us could have a material adverse effect on our business, financial condition and results of operations.

Inadequate internal controls or accounting practices and material weaknesses in our internal controls could lead to errors or restatements, which could negatively impact our business, financial condition, results of operations and cash flows. Our small size and limited personnel make maintaining internal controls and management oversight systems more challenging than for more established and larger entities. We are subject to rules requiring public companies to include a report of management on internal controls over financial reporting in our Annual Report on Form 10-K. After documenting and testing our system, we identified a material weakness in our accounting and financial functions due to a lack of segregation of duties primarily resulting from our limited staffing. As a result, our internal control over financial reporting is not effective. As a result of our internal control over financial reporting being ineffective, we are more susceptible to errors or restatement and investors could lose confidence in our financial reports, and our stock price might be adversely affected. In addition, remedying this or any future material weaknesses that we might identify could require us to incur significant costs and expend significant time and management resources. We cannot assure you that any of the measures we might implement to remedy any such deficiencies would effectively mitigate or remedy such deficiencies.

Risk Factors Relating to Our Common Stock

There can be no assurance that an active trading market for shares of our common stock will develop. There is a minimal public market for our common stock. We cannot be certain that more of a public market for our common stock will develop, or if developed, the extent to which investor interest in our company will sustain an active trading or how liquid such a market might be in the future. Our Common Stock will likely be thinly traded compared to larger more widely known companies. It is possible that an active trading market, if established, will not continue and there can be no assurance as to the price at which our common stock will trade. We are not subject of any research analyst coverage. The absence of research analyst coverage can adversely affect the market value and liquidity of an equity security.

We cannot predict the price range or volatility of our common stock and sales of a substantial number of shares of our common stock may adversely affect the market price of our common stock. From time to time, the market price and volume of shares traded of companies in the industries in which we operate experience periods of significant volatility. Company-specific issues and developments generally affecting our industries or the economy may cause this volatility. The market price of our common stock may fluctuate in response to a number of events and factors, including:

general economic, market and political conditions;

quarterly variations in results of operations or results of operations that are below public market analyst and investor expectations;

changes in financial estimates and recommendations by securities analysts;

operating and market price performance of other companies that investors may deem comparable;

press releases or publicity relating to us or our competitors or relating to trends in our markets; and

sales of common stock or other securities by insiders.

In addition, broad market and industry fluctuations, investor perception and the depth and liquidity of the market for our common stock may adversely affect the trading price of our common stock, regardless of actual operating performance.

Sales or distributions of a substantial number of shares of our common stock in the public market or otherwise, or the perception that such sales could occur, could adversely affect the market price of our common stock. All of the shares of our common stock, other than the shares held by executive officers and directors, are eligible for resale in the public market. Substantial selling of our common stock could adversely affect the market price of our common stock.

Penny Stock Regulations Affect Our Stock Price, Which May Make It More Difficult For Investors To Sell Their Stock. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 other than (a) securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market (provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system) or (b) securities that meet certain net tangible asset or revenue thresholds. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.

We may issue additional common stock in the future. The issuance of additional common stock may reduce the value of your common stock. We may issue additional shares of common stock without further action by our stockholders. Moreover, the economic and voting interests of each stockholder will be diluted as a result of such issuances. Although the number of shares of common stock that stockholders presently own will not decrease, such shares will represent a smaller percentage of the total shares that will be outstanding after the issuance of additional shares. The issuance of additional shares of common stock may cause the market price of our common stock to decline.

Sales of common stock issuable on the exercise of any existing or future options or warrants may lower the price of our common stock. We have a stock option plan authorizing the grant of options to purchase up to 1,400,000 shares of our common stock to our employees, directors and consultants. We have warrants on up to 1,012,041 common shares outstanding as part of our debt and equity financings and may issue common stock purchase warrants or other securities convertible into common stock in the future. The issuance of shares of common stock issuable upon the exercise or conversion of convertible securities, options or warrants could cause substantial dilution to existing holders of common stock, and the sale of those shares in the market could cause the market price of our common stock to decline. The potential dilution from the issuance of these shares could negatively affect the terms on which we are able to obtain equity financing.

We may issue preferred stock in the future, and the terms of the preferred stock may reduce the value of your common stock. We are authorized to issue up to 1,000,000 shares of preferred stock in one or more series. Our Board of Directors may determine the terms of future preferred stock offerings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of your common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with or sell our assets to a third party. Preferred stock terms may include voting rights, preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions.

The payment of dividends will be at the discretion of our Board of Directors. The declaration and amount of future dividends, if any, will be determined by our Board of Directors and will depend on our financial condition, earnings, capital requirements, financial covenants, regulatory constraints, industry practice and other factors our Board deems relevant.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Our executive offices, sales and research and development and production ~~facility~~activities are ~~located~~currently headquartered at ~~4215~~our ~~Fashion~~CEO’s ~~Square~~home ~~Blvd~~office., ~~Suite~~Company 3,personnel ~~Saginaw,~~all ~~Michigan. This~~work ~~lease~~remotely ~~expires~~from ~~June~~their ~~30,~~home ~~2012.~~offices Weand ~~presently~~meet ~~occupy~~on ~~approximately~~a ~~5,625~~regular ~~square~~basis ~~feet~~either ~~and~~at ~~our~~the ~~base~~CEO’s ~~monthly~~home ~~rent~~office, ~~payments~~or ~~are~~at ~~approximately~~another ~~$5,562. In~~mutually ~~addition~~convenient tolocation. ~~the~~We ~~base~~believe ~~rent~~this ~~payment,~~method aof ~~monthly~~operation ~~allocation~~is adequate for ~~taxes,~~our ~~insurance,~~current ~~maintenance~~needs, ~~utilities,~~but ~~and~~expect ~~services~~that isas ~~payable~~the need to ~~the~~obtain ~~lessor,~~additional ~~currently~~staff $1increases,~~600~~ ~~per~~an ~~month,~~office ~~for~~location awill ~~total~~be ~~rent payment of $7,162~~necessary. We ~~believe~~currently ~~this~~pay ~~space~~no isrent ~~adequate~~ for ~~our~~office ~~needs for the foreseeable future~~facilities.

Effective in June 2007, our wholly-owned subsidiary ASI Capital Corporation subleased and occupied approximately 3,750 square feet of office space at 9121 W. Russell Rd., Suite 110, Las Vegas, Nevada. The current monthly payment of $7,494, including a negotiated rent concession through March 2012, is subject to future cost of living and operating expense adjustments, through March 2012. We have no plans to use the ASI Capital facilities, and have therefore subleased the space to a third party on a month to month basis at the rate of $2,000 per month. There can be no assurance of future lease concessions or that our sublease will continue for the remaining term of the lease.21

At September 30, 2011, we had a facility exit cost liability of $32,329 and this amount may require future adjustment depending on actual sublease results and other factors.

ITEM 3. 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 4. ~~(REMOVED~~MINE ~~AND~~SAFETY ~~RESERVED)~~DISCLOSURES

Not applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock, $0.001 par value, is quoted on OTC Bulletin Board (OTCBB) under the symbol “RHSC”.

The following table sets forth the high and low bid quotations for our common stock for the year ended ~~December~~September 3130, ~~2011~~2012 as reported by OTC Markets and for the ~~nine~~year ~~months~~ ended September 30, ~~2010~~2011 as reported by the OTC Bulletin Board:

	Bid Quotations
	High		Low
Year Ended September 30, 2012
First Quarter	$	0.41	$	0.41
Second Quarter	$	0.50	$	0.40
Third Quarter	$	0.40	$	0.20
Fourth Quarter	$	0.20	$	0.20
Year Ended September 30, 2011
First Quarter	$	0.00	$	0.00
Second Quarter	$	0.00	$	0.00
Third Quarter	$	0.00	$	0.00
Fourth Quarter	$	0.00	$	0.00
Nine Months Ended September 30, 2010
First Quarter	$	0.00	$	0.00
Second Quarter	$	5.625	$	0.00
Third Quarter	$	4.50	$	0.00

20Trading during the above periods was very limited and sporadic and the OTC Bulletin Board did not report bid quotation activity for quarters with no trading activity. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

Trading during the above periods was very limited and sporadic and the OTC Bulletin Board did not report bid quotation activity for quarters with no trading activity. Historical quotations have been adjusted to reflect the 1 for 15 reverse stock split that was effective August 6, 2010. These quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

Holders

We had 1213,~~352~~342,187 shares issued and outstanding by 1,~~092~~093 holders of record of our common stock at ~~December~~January 2011, ~~2011~~2013. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.

Dividends

We have never paid a cash dividend on our common stock or preferred stock and do not expect to pay dividends in the foreseeable future.

Equity Compensation Plan Information

The following table sets forth information as of September 30, ~~2011~~2012, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders (1)

~~774~~769,~~576~~773

$ 3.3321

~~645~~644,~~100~~900

Equity compensation plans not approved by security holders

-0-

Total

~~774~~769,~~576~~773

$ 3.3321

~~645~~644,~~100~~900

(1) In February 2010, our Board of Directors and Stockholders approved the Stock Incentive Plan of 2010 (the “2010 Incentive Plan”) authorizing the grant of equity-based incentives to employees and consultants including stock options, stock appreciation rights, restricted stock units, restricted stock, stock awards and other awards on the lesser of (a) on a cumulative basis 15% of the aggregate shares of our common stock issued and outstanding at any grant date (currently limited to the maximum 1,400,000 shares) or (b) 1,400,000 shares. The Incentive Plan terminates in February 2020.

Recent Sales of Unregistered Securities

The following shares of common stock were issued within the past three years that were not registered under the Securities Act and not previously reported.

· On July 22, 2011, we issued 12,500 shares of common stock to selected accredited investors at a purchase price of $2.00 per share for gross proceeds of $25,000. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration 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 August 25, 2011, we issued 12,500 shares of common stock to selected accredited investors at a purchase price of $2.00 per share for gross proceeds of $25,000. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration 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.

21· On August 26, 2011, we issued 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock for 60 days at $1.00 per share to selected accredited investors at a purchase price of $1.00 per share for gross proceeds of $75,000. The shares were issued pursuant to a claim of exemption from registration 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 ~~August~~September 2621, 2011, we issued 75,000 shares of common stock ~~and~~to ~~warrants~~selected toaccredited ~~purchase~~investors ~~75,000~~upon ~~shares~~exercise of ~~common~~ stock ~~for~~purchase 60warrants ~~days~~ at ~~$1.00 per share to selected accredited investors at~~ a ~~purchase~~ price of $1.00 per share for gross proceeds of $75,000. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration 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 September 21, 2011, we issued 7525,000 shares of common stock to selected accredited investors ~~upon exercise of stock purchase warrants~~ at a purchase price of $1.00 per share for gross proceeds of $7525,000. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration 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 September 2128, 2011, we issued 25348,~~000~~218 shares of common stock to selected accredited investors aton aconversion ~~purchase~~of ~~price~~debt ofat $1.00 per share for ~~gross~~total ~~proceeds~~principal and interest conversion of $25348,~~000~~218. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration 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 September 28, 2011, we issued 348,218 shares of common stock to selected accredited investors on conversion of debt at $1.00 per share for total principal and interest conversion of $348,218. 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.23

· On September 29, 2011, we issued 50,000 shares of common stock to selected accredited investors at a purchase price of $1.00 per share for gross proceeds of $50,000. The shares were issued ~~upon~~pursuant ~~the~~to a claim of exemption from registration provided by Section 4(2) of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.

On March 27, 2012, we issued 150,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $75,000. The shares were issued pursuant to a claim of exemption from registration provided by Section 4(2) of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.

On March 27, 2012, we issued 230,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $115,000. The shares were issued pursuant to a claim of exemption from registration provided by Regulation S 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 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 pursuant to a claim of exemption from registration 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 to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $45,000. The shares were issued pursuant to a claim of exemption from registrationn provided by Regulation S of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.

On September 29, 2012, we issued 60,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $30,000. The shares were issued pursuant to a claim of exemption from registration 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 September 29, 2012, we issued 50,000 shares of common stock to selected accredited investors at a purchase price of $0.50 per share for gross proceeds of $25,000. The shares were issued pursuant to a claim of exemption from registration provided by Regulation S of the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.

Issuer Purchases of Equity Securities

Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the financial statements and other financial information included elsewhere in this annual report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this information statement, particularly in “Risk Factors”.

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 core medical knowledge management system, use of mathematical and statistical bases and business process for the software 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 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, resources available 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 with Microsoft Corporation and other healthcare technology leaders have demonstrated, in our management’s view, that RHealth Advisor is ready for scaling for commercialization. We believe that 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.24

22Our 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 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, resources available 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.

WeOur ~~are~~business model is 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~~entered in anticipation of RHealth Advisor’s 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.

Merger

On May 28, 2010, Robertson Global Health Solutions Corporation (“RGHS”) (formerly ASI Technology Corporation (“ASI”)) completed the acquisition of NxOpinion, LLC (“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”), our wholly-owned subsidiary. RGHS, together with its wholly-owned subsidiaries, is referred to herein as the “Company”, “we”, “us” or “our”.

We experienced a change in control because NxOpinion securityholders owned approximately 90% of the outstanding common stock immediately after the Merger. Further, all members of the executive management of the combined company are from NxOpinion. Therefore, NxOpinion was deemed to be the acquiring company for accounting purposes. Based on the above and in accordance with accounting principles generally accepted in the United States, the Merger was considered to be a reverse acquisition and recapitalization. As a result, the cost of the Merger was measured at the fair value of net assets acquired and no goodwill was recognized.

We assumed the debts of NxOpinion and restructured other debts as more fully described in Note 3 to the consolidated financial statements included herein.

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 renegotiate or restructure its debt, 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 consolidated financial statements. The preparation of these financial statements in accordance with accounting principles generally accepted in the United States 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 and income taxes. 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.

23Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. We believe that, of the significant accounting policies and matters discussed in our consolidated financial statements, the following accounting policies and reporting matters require our most difficult, subjective or complex judgments:

Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. As a result of the Merger we have had to consider additional significant accounting policies related to real estate, stock-based compensation, reverse acquisition accounting, facility exit liability and income taxes. We believe that, of the significant accounting policies and matters discussed in our consolidated financial statements, the following accounting policies and reporting matters require our most difficult, subjective or complex judgments:

Real estate – Real estate previously owned and held for sale included properties acquired through deed in lieu of foreclosure in December 2009. These properties were recorded at the lower of cost or estimated fair value with gain or loss recorded as recovery or additional loan loss. To assist estimating the fair value of these properties based on Level 3 inputs of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosure management used current and prior appraisals, comparable local sales data and, where applicable, adjustments to reflect the highest and best use of each parcel. Subject to periodic impairment considerations, our policy was to capitalize costs relating to any improvements of properties. Holding costs were charged to expense as incurred.

Real estate owned was classified as held for sale in June 2010 when management determined it met the appropriate criteria in ASC 360-10-45. Real estate assets that are expected to be disposed of are valued on an individual asset basis at their carrying amounts, after any impairment adjustments necessary, less estimated costs to sell. All real estate holdings were disposed of in an installment sale with the final payment received in January 2011.

Stock-based compensation - We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation requiring the measurement and recognition of compensation expense for all share-based payment awards made to employees based on estimated fair values. ASC 718 requires the use of subjective assumptions, including expected stock price volatility, forfeitures and the estimated term of each award. If actual results differ significantly from our estimates, stock-based compensation expense and our results of operations could be materially impacted.

Reverse acquisition accounting - Under the purchase method of accounting in a business combination effected through an exchange of equity interests, the entity that issues the equity interests is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interests. ASC 805-10-55-12, Business Combinations, requires consideration of the facts and circumstances surrounding a business combination that generally involve the relative ownership and control of the entity by each of the parties subsequent to the Merger. Based on a review of these factors, the Merger with NxOpinion was accounted for as a reverse acquisition pursuant to ASC 805-40 (i.e., RGHS was considered the acquired company and NxOpinion was considered the acquiring company). As a result, RGHS’s assets and liabilities as of May 28, 2010, the date of the Merger closing, have been incorporated into NxOpinion’s (now RHS) balance sheet based on the fair values of the net assets acquired, which equaled the consideration paid for the Merger. Application also requires an allocation of the acquisition consideration to individual assets and liabilities including tangible assets, financial assets, separately recognized intangible assets, and goodwill. We recorded no goodwill in the Merger. Further, the Company’s operating results (post-Merger) include NxOpinion’s operating results prior to the date of closing and the results of the combined entity following the closing of the Merger. Although NxOpinion was considered the acquiring entity for accounting purposes, the Merger was structured so that NxOpinion (now “RHS”) became a wholly-owned subsidiary of RGHS (formerly ASI).

In accordance with ASC 805-40-45-2 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. Accordingly, the accompanying consolidated balance sheet as of September 30, 2010, and the accompanying consolidated statements of stockholders’ equity for the period from April 11, 2005 (date of inception) to September 30, 2011 have been adjusted to reflect the current capital structure of the Company. In financial statements published prior to the Merger, references to the previous capital structure were to members’ capital (deficit) rather than stockholders’ equity (deficit).

Facility exit liability – The Company accounts for an unused operating office lease in accordance with ASC 420, Exit or Disposal Cost Obligations and is required to make continuing estimates related to estimated sublease and concession amounts.

Income taxes - The Company accounts for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provides a full valuation reserve related to its net deferred tax assets. In the future, if sufficient evidence of an ability to generate sufficient future taxable income in certain tax jurisdictions becomes apparent, the Company may be required to reduce the valuation allowances, resulting in income tax benefits in the consolidated statement of operations. The Company evaluates the realizability of the deferred tax assets and assesses the need for valuation allowance quarterly. The utilization of the net operating loss carry forwards could be substantially limited due to restrictions imposed under federal and state laws upon a change in ownership in the future.

There were no significant changes or modification of our critical accounting policies and estimates involving management valuation adjustments affecting our results for the year ended September 30, 2011. For further information on our critical accounting policies, refer to Note 2 to our consolidated financial statements.

Comparison of Operating Results for the Year Ended September 30, 2011 compared to the Nine Months Ended September 30, 2010

Revenues – Revenues generated during the year ended September 30, 2011 totaled $217,416. This consists of $10,000 of implementation fees for regionalization work completed during the year and $207,416 of deferred revenue recognized as earned during the year. No revenues were generated during the nine months ended September 30, 2010. The additional revenue recognized in the inception to date column related to a one time development collaboration agreement with Microsoft Corporation. This revenue is not related to the planned commercialization of the Company's product and is not expected to recur in the future.

Product and content development expenses – Product and content development costs consist primarily of personnel costs and technology consulting costs. Personnel costs related to product and content development were $460,294 for the year ended September 30, 2011 and $400,941 for the nine months ended September 30, 2010. The relative decrease was primarily due to a decrease in non-cash stock-based compensation and to a decreased allocation of employee time spent on product and content development. Technology consulting costs were $409,635 for the year ended September 30, 2011 and $27,768 for the nine months ended September 30, 2010. The increase was due primarily to the utilization in 2011 of a technology consulting firm for implementation management and application design and development.

Product and content development personnel costs included non-cash stock based compensation costs of $59,602 for the year ended September 30, 2011 and $63,155 for the nine months ended September 30, 2010 resulting from grants of options under the 2010 Incentive Plan.

Our product and content development costs vary period to period due to the timing of projects, the availability of funds for research and development and the timing and extent of use of outside consulting firms and collaborations with development partners. Based on current plans and staffing, we expect fiscal year 2012 product and content development costs to be comparable to expenditures during 2011.

Selling, general and administrative expenses – These costs consist primarily of personnel costs, administrative consulting fees and professional fees. Personnel costs related to selling, general and administrative activities were $1,261,637 for the year ended September 30, 2011 and $724,220 for the nine months ended September 30, 2010. The relative increase was primarily due to an increase in non-cash stock-based compensation and an increased allocation of employee time spent on general and administrative activities. Consulting fees were $110,375 for the year ended September 30, 2011 and $53,875 for the nine months ended September 30, 2010. The relative increase resulted from SEC and administrative consulting work. Professional fees related to selling, general and administrative activities were $197,945 for the year ended September 30, 2011 and $418,392 for the nine months ended September 30, 2010. The decrease in professional fees resulted from approximately $267,000 of legal costs reported in the prior year associated with the Merger.

~~Selling~~Income taxes - The Company accounts for income taxes using the asset and liability method, ~~general~~the objective of which is to establish deferred tax assets and ~~administrative~~liabilities ~~personnel~~for ~~costs~~the ~~included~~temporary ~~non-cash~~differences ~~stock~~between ~~based~~the ~~compensation~~amounts ~~costs~~of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of ~~$596~~the deferred tax assets will not be realized. The Company provides a full valuation reserve related to its net deferred tax assets. In the future,~~751~~ ~~for~~if sufficient evidence of an ability to generate sufficient future taxable income in certain tax jurisdictions becomes apparent, the ~~year~~Company ~~ended~~may ~~September~~be 30required to reduce the valuation allowances, ~~2011~~resulting in income tax benefits in the consolidated statement of operations. The Company evaluates the realizability of the deferred tax assets and ~~$245,447~~assesses the need for valuation allowance quarterly. The utilization of the ~~nine~~net ~~months~~operating ~~ended~~loss ~~September~~carry ~~30,~~forwards ~~2010~~could ~~resulting~~be ~~from~~substantially ~~grants~~limited ofdue ~~options~~to restrictions imposed under ~~the~~federal ~~2010~~and ~~Incentive~~state ~~Plan~~laws upon a change in ownership in the future.

There were no significant changes or modification of our critical accounting policies and estimates involving management valuation adjustments affecting our results for the year ended September 30, 2012. For further information on our critical accounting policies, refer to Note 2 to our consolidated financial statements.

Comparison of Operating Results for the Year Ended September 30, 2012 compared to the Year Ended September 30, 2011

Revenues – No revenues were generated during the year ended September 30, 2012. Revenues generated during the year ended September 30, 2011 totaled $217,416. This consisted of $10,000 of implementation fees for regionalization work completed during the year and $207,416 of deferred revenue recognized as earned during the year. The additional revenue recognized in the inception to date column related to a one time development collaboration agreement with Microsoft Corporation. This revenue is not related to the planned commercialization of the Company's product and is not expected to recur in the future.

Product and content development expenses – Product and content development costs consist primarily of personnel costs and technology consulting costs. Personnel costs related to product and content development were $187,125 for the year ended September 30, 2012 and $460,294 for the year ended September 30, 2011. The decrease was due to staff layoffs during the year ended September 30, 2012, done as part of scaling back of our activities due to a lack of financial resources. Technology consulting costs were $409,635 for the year ended September 30, 2011 for the utilization in of a technology consulting firm for implementation management and application design and development. There were no similar costs during 2012.

Product and content development personnel costs included non-cash stock based compensation costs of $46,039 for the year ended September 30, 2012 and $59,602 for the year ended September 30, 2011.

Our product and content development costs vary period to period due to the timing of projects, the availability of funds for research and development and the timing and extent of use of outside consulting firms and collaborations with development partners. Based on current plans and staffing, we expect fiscal year 2013 product and content development costs to be higher than expenditures during 2012.

Selling, general and administrative expenses – These costs consist primarily of personnel costs, administrative consulting fees and professional fees. Personnel costs related to selling, general and administrative activities were $485,920 for the year ended September 30, 2012 and $1,261,637 for the year ended September 30, 2011. The decrease increase was due to staff layoffs during the year ended September 30, 2012, done as part of scaling back of our activities due to a lack of financial resources. Consulting fees were $79,333 for the year ended September 30, 2012 and $110,375 for the year ended September 30, 2011. The decrease resulted from decreased administrative consulting engaged. Professional fees related to selling, general and administrative activities were $41,157 for the year ended September 30, 2012 and $197,945 for the year ended September 30, 2011. The decrease in professional fees resulted primarily from legal costs reported in the prior year associated with a threatened lawsuit.

Selling, general and administrative personnel costs included non-cash stock based compensation costs of $138,500 for the year ended September 30, 2012 and $596,751 for the year ended September 30, 2011.

We may expend additional resources on marketing and licensing our products in future periods and hire additional personnel which may increase selling, general and administrative expenses.

Impairment expense - As discussed in Note 5 and 14 of the consolidated financial statements included herein, we reported $1,548,375 of asset impairment expense for the nine months ended September 30, 2010 to reduce the carrying value of real estate reclassified as held for sale in June 2010. There was no comparable impairment expense during the fiscal year ending September 30, 2011.26

Other income (expenses) – Net other expense of $~~119~~135,~~448~~587 included $~~153~~147,~~874~~587 of interest expense for the year ended September 30, ~~2011 of which $27,003 was non-cash accretion and other interest related expenses~~2012. Net other ~~expenses~~expense of $~~301~~119,~~121~~448 included $~~299~~153,~~080~~874 of interest expense for the ~~nine~~year ~~months~~ ended September 30, ~~2010~~2011 of which $~~206~~27,~~842~~003 was non-cash accretion and other interest related expenses.

Net loss – Our net loss for the year ended September 30, ~~2011~~2012 was $21,~~808~~193,~~403~~680 compared to a net loss of $32,~~735~~808,~~431~~403 for the ~~nine~~year ~~months~~ ended September 30, ~~2010~~2011. The decreased loss was primarily due to ~~the~~a ~~non-cash~~scaling ~~impairment~~back ~~expense~~of ~~for~~our ~~real~~activities ~~estate~~due ~~recorded~~to ina ~~the~~lack ~~prior~~of ~~year~~financial resources, and was also impacted by a decrease in non-cash ~~accretion and offset by an increase in personnel costs for non-cash~~ stock-based compensation and ana ~~increase~~decrease in revenues ~~over~~from the prior year.

Liquidity and Capital Resources

At September 30, ~~2011~~2012, we had cash and equivalents of $905,~~585~~764 compared to $4090,~~976~~585 at September 30, ~~2010~~2011. Net cash used by operating activities was $1534,~~451,403~~823 during the year ended September 30, ~~2011~~2012, compared to $~~666~~1,~~709~~451,403 used by operating activities for the ~~nine~~year ~~months~~ ended September 30, ~~2010~~2011. The current period net cash used by operating activities included the net loss of $21,~~808~~193,~~403~~680 reduced by $~~656~~184,~~353~~539 of non-cash stock-based compensation costs and $322,~~832~~022 of non-cash ~~interest and other non-cash~~ expenses. Other changes providing cash from operating activities included a $~~891~~380,~~701~~932 increase in accounts payable and accrued expenses and $94119,~~772~~546 increase in accrued interest. Until the company can begin to generate revenue, we expect continued cash operating deficits.

~~Cash~~Our inprincipal source of liquidity at September 30, 2011 consisted of cash of $5,764. We have no other unused sources of liquidity at this time. Management expects that given the ~~amount~~current rate of expenditures it will require approximately $~~543~~1,~~747~~000,000 ~~was~~to ~~received~~meet ~~from~~operating requirements for the ~~sale~~next twelve months. We also have principal amounts due on debt of ~~land~~$1,426,347 ~~during~~due in the ~~year~~next ~~ended~~twelve ~~September~~months 30that we must restructure or refinance or obtain funds for payment. The Company may also elect to expand its business activities by hiring additional personnel or expanding its marketing or other activities. Some of the required funds may be generated from future revenues or from renegotiating debt arrangements although there is no assurance any debt payments can be restructured. Management is actively seeking opportunities for debt or equity financing to meet cash requirements for the next twelve months. Should additional funds not be available, ~~2011~~we will be required to further curtail or scale back operations. Failure to obtain sufficient capital could have a material adverse effect on our Company.

Our principal source of liquidity at September 30, 2011 consisted of cash of $90,585. We have no other unused sources of liquidity at this time. Management expects that given the current rate of expenditures it will require approximately $2,200,000 to meet operating requirements for the next twelve months. We also have principal amounts due on debt of $1,226,124 due in the next twelve months. The Company may also elect to expand its business activities by hiring additional personnel or expanding its marketing or other activities. Some of the required funds may be generated from future revenues or from renegotiating debt arrangements although there is no assurance any debt payments can be restructured. Management is actively seeking opportunities for debt or equity financing to meet cash requirements for the next twelve months. Should additional funds not be available, we will be required to curtail or scale back operations. Failure to obtain sufficient capital could have a material adverse affect on our Company.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the period ended September 30, ~~2011~~2012, or subsequently thereto, that we believe are of potential significance to our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item begin on page F-1 with the index to financial statements followed by the financial statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements or any reportable events requiring disclosure under Item 304(b) of Regulation S-K.

ITEM 9A. CONTROLS & PROCEDURES

Attached as exhibits to this Form 10-K are certifications of our President (“Principal Executive Officer” or “PEO”) and Chief Accounting Officer (“Principal Financial Officer” or “PFO”) that are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are designed to ensure that (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

At the conclusion of the period ended September 30, ~~2011~~2012, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (our PEO) and our Chief Financial Officer (our PFO), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the PEO and PFO concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, were not effective at the reasonable assurance level due to the existence of a known material weakness in our internal control over financial reporting, as discussed below.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. We maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reposting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition, use, or disposition of company assets that could have a material effect on the financial statements.

27Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2012, using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Management’s assessment is supported by testing and monitoring performed by our finance personnel of the operational effectiveness of our internal control.

~~Management~~Based ~~conducted~~on anthis assessment, ofmanagement ~~the~~identified ~~effectiveness~~a ofmaterial weakness in our internal control over financial reporting: asour ofChief ~~September~~Financial 30Officer was responsible for initiating transactions, ~~2011~~had custody of assets, ~~using~~recorded ~~criteria~~and ~~established~~reconciled intransactions ~~Internal~~and ~~Control~~prepared our year-~~Integrated~~end ~~Framework~~financial ~~issued~~reports bywithout the ~~Committee~~sufficient segregation of ~~Sponsoring~~conflicting ~~Organizations~~duties normally required for effective internal control. In light of ~~the~~this ~~Treadway~~material ~~Commission~~weakness ~~(COSO)~~management concluded that our internal control over financial reporting was not effective. ~~This~~Due ~~assessment~~to ~~included~~our ~~evaluation~~small ofsize ~~elements~~and ~~such~~limited asresources it is difficult to segregate these functions until the ~~design~~company grows and ~~operating~~can ~~effectiveness~~afford ofadditional ~~key~~accounting ~~financial~~and ~~reporting~~finance ~~controls,~~personnel. ~~process~~Due ~~documentation~~to our developmental stage, ~~accounting~~we ~~policies~~had no revenue in the fiscal year ended September 30, 2012 and ~~our~~we ~~overall~~had ~~control~~a ~~environment~~limited number of financial transactions, consisting mostly of finite expenditures. Management’s ~~assessment~~has isconcluded ~~supported~~that bywith ~~testing~~certain management and ~~monitoring~~audit ~~performed~~committee byoversight ~~our~~controls ~~finance~~that ~~personnel~~are in place and the use of an outside SEC and GAAP consultant for each period closing, the ~~operational~~risks ~~effectiveness~~associated with the lack of ~~our~~segregation ~~internal~~of ~~control~~duties is not sufficient to justify the costs of adding additional personnel at this time. Management has also taken steps to improve the oversight process relating to disbursements and for higher Board review of quarterly and annual reports. Management will periodically reevaluate this situation.

Based on this assessment, management identified a material weakness in our internal control over financial reporting: our Chief Financial Officer was responsible for initiating transactions, had custody of assets, recorded and reconciled transactions and prepared our year end financial reports without the sufficient segregation of conflicting duties normally required for effective internal control. In light of this material weakness management concluded that our internal control over financial reporting was not effective. Due to our small size and limited resources it is difficult to segregate these functions until the company grows and can afford additional accounting and finance personnel. Management has concluded that with certain management and audit committee oversight controls that are in place and the use of an outside SEC and GAAP consultant for each period closing, the risks associated with the lack of segregation of duties is not sufficient to justify the costs of adding additional personnel at this time. Management has also taken steps to improve the oversight process relating to disbursements and for higher Board review of quarterly and annual reports. Management will periodically reevaluate this situation.28

Inherent Limitations on Effectiveness of Controls

Our management, including the PEO and PFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, 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. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of expansion of the business and related complication of tracking transactions and changes in conditions of deterioration in the degree of compliance with policies or procedures.

Changes In Internal Control Over Financial Reporting

No change in our internal controls over financial reporting occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below is information concerning our executive officers and directors at ~~December~~January 2011, ~~2011~~2013:

Name	Age	Position(s)	Director Since	~~Director Since~~
Joel C. Robertson	5960	Director, Chairman, President and Chief Executive Officer	May 2010
Melissa A. Seeger	3839	Chief Financial Officer, Treasurer and Secretary
Gerald L. Ehrens	7273	Director	September 2005
Peter J. Perkinson	6869	Director	July 2010

There are no arrangements or understandings between our company and any other person pursuant to which he was or is to be selected as a director, executive officer or nominee.

The factual information below for each director and for each executive officer has been provided by that person. The particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each director should serve on our Board, in light of our business and structure, was determined by our Board.

Joel C. Robertson, Pharm.D., has been a director since May 28, 2010 when he was also appointed Chairman of the Board, President and Chief Executive Officer; Dr. Robertson is a businessman, author and specialist in neuropharmacology. An internationally recognized clinician, he is also a bestselling author, lecturer, consultant and founder of Robertson Research Institute, a non-profit company formed in 2002 to develop the search engine underlying the Company’s technology. He formed Robertson Health Services, Inc. (RHS, formerly NxOpinion) in 2005 to assemble data and commercially exploit the developed software and he served as the sole manager of NxOpinion from its inception in 2005 until May 28, 2010. Dr. Robertson has extensive background and experience in the creation of new and innovative programs. He received national acclaim for his creation of a chemical dependency and psychiatric sub-acute care facility, has consulted with over 30 inpatient/outpatient chemical dependency and psychiatric facilities, and opened and administered two inpatient and three outpatient and day care facilities. However, Dr. Robertson does not have extensive experience in establishing or operating a software based business similar to the Company’s planned business. No other executive or employee of the Company possesses such experience.

We believe Dr. Robertson is well-qualified to serve as a director of the Company due to his invention of the Company’s core technology and his longstanding leadership in guiding our technology to market. Dr. Robertson’s vision to improve the global delivery and access to health care services and information is at the core of our Company’s mission.

Melissa A. Seeger, CPA, was appointed Chief Financial Officer, Treasurer and Secretary on May 28, 2010 and was Controller at RHS and its affiliated companies from November 2008 to the May 28, 2010 Merger. She has over 12 years of public accounting experience with an emphasis on private company consulting and taxation. Ms. Seeger has no prior experience as a CFO, or other significant financial office, of a public company. She has a Bachelor of Administration degree from Saginaw Valley State University, and became a Certified Public Accountant in the State of Michigan in 1998. From 1996 to 2008, Ms. Seeger was employed by Yeo & Yeo, Certified Public Accountants, commencing as a staff accountant and advancing to the position of senior manager.

Gerald L. Ehrens has been a self-employed private investor since 1994. From 1992 to 1994 he was Chief Operating Officer of Inamed Corp., a Nasdaq medical device company. Previously he held senior executive positions at E.I. Dupont and Union Carbide with his last position at Union Carbide in 1992 being Vice President of New Business Development. In 1996, he was appointed as a director of unlisted publicly owned Commercial Bank of Nevada and served until its sale through merger to a NYSE bank group in June 1998. He also served as a director of SouthwestUSA Bank and its parent SouthwestUSA Corporation from June 2003 to February 2006. Mr. Ehrens received a BS in Chemical Engineering from Princeton University in 1961 and a MS in Industrial Administration from George Washington University in 1965.

We believe that Mr. Ehrens is well-qualified to serve as a director due to his extensive experience in business management and leadership. Mr. Ehrens’ specialized experience in business development and operations is a tremendous asset to the Company given its current state of development.

Peter J. Perkinson has been an investor in and a consultant to real estate and business projects since retiring as Executive Vice President and CFO of Van Camp Seafood in 1991. From 2006 to May 28, 2010, he was a consultant to NxOpinion, LLC (now Robertson Health Services, Inc., a wholly-owned subsidiary of the Company). Mr. Perkinson has over 13 years of experience in senior financial management positions both in the U.S. and abroad, including positions as Senior Vice-President and Chief Financial Officer, primarily in consumer products related companies. Past employers include Procter & Gamble, Tambrands and Chicken of the Sea (Van Camp Seafood).

We believe that Mr. Perkinson is well-qualified to serve as a director due to his extensive experience in senior financial management, including his past experience as a chief financial officer of a publicly traded company. Mr. Perkinson’s experience is particularly helpful to the Company in finance, accounting and compliance matters.

Stockholder Recommendations for Director Nominations

We have no nominating committee of the Board of Directors and no formal procedure for director nominations. Accordingly, there has been no change in the procedures by which security holders may recommend nominees to our board of directors during the year ended September 30, ~~2011~~2012.

Committees of the Board of Directors

We have a separately designated standing Audit Committee, currently consisting of Mr. Ehrens and Mr. Perkinson. We believe both members are independent under the standards discussed in Item 13 below and that Mr. Perkinson qualifies as an “Audit Committee Financial Expert,” as defined by Regulation S-K.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions (as well as our other employees and directors). A copy of the Code Ethics for Senior Officers is posted on our Internet site at www.robertsonhealth.com. In addition, a copy will be provided without charge to any person upon request. Requests for copies of our Code of Ethics for Senior Officers should be sent by mail to Corporate Secretary at Robertson Global Health Solutions Corporation, ~~4215 Fashion Square Blvd~~P.,O. ~~Suite~~Box 35856, Saginaw, Michigan 48603. Requests may also be made by calling the Company at (989) 799-8720. In the event we make any amendments to, or grant any waivers of, a provision of the Code Ethics for Senior Officers that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore on a Form 8-K or on our next periodic report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) requires the Company’s officers, directors and persons who own more than 10% of a class of the Company’s securities registered under Section 12(g) of the Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports furnished to the Company and written representations that no other reports were required during the year ended September 30, ~~2011~~2012, the Company believes that all persons subject to the reporting requirements pursuant to Section 16(a) filed the required reports on a timely basis with the SEC~~, with the following exceptions~~. Mr. Perkinson filed a Form 4 five months late in connection with the receipt of non-qualified employee stock options and a Form 4 four days late in connection with the conversion of debt to common stock. Mr. Ehrens filed a Form 4 three days late in connections with the conversion of debt to common stock.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of our Named Executive Officers

At September 30, ~~2011~~2012, we identified Joel C. Robertson and Melissa A. Seeger as our named executive officers, both were appointed executive officers of the Company effective with the NxOpinion Merger on May 28, 2010. Our named executive officers for fiscal ~~2012~~2013 could change, as we may hire or appoint new executive officers.

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Summary Compensation Table

The following table sets forth certain summary information with respect to the total compensation paid to the named executive officers during the ~~year~~years ended September 30, ~~2011~~2012 and ~~our transition period ended September 30, 2010~~2011:

								All Other
Name and Principal Position	Reporting Period	Salary (1) ($)		Bonus ($)		Option Awards (3) ($)		All Other Compensation (2) ($)		Total ($)
						Option		Compensation
Joel C. Robertson, Chairman, President and Chief Executive Officer (PEO)	Year Ended September 30, 2012	$	240,000	$	-	$	-	$	3,081	$	243,081
Name and	Reporting	Salary (1)		Bonus		Awards (3)		(2)		Total
	Year Ended September 30, 2011	$	249,231	$	-	$	49,604	$	9,727	$	308,562
Principal Position	Period	($)		($)		($)		($)		($)
Melissa A. Seeger, Secretary and Treasurer (PFO)	Year Ended September 30, 2012 (4)	$	46,154	$	-	$	-	$	403	$	46,557
Joel C. Robertson, Chairman, President and Chief Executive Officer (PEO)	Year Ended September 30, 2011	$	249,231	$	-	$	18,017	$	9,727	$	276,975
	Year Ended September 30, 2011 (4)	$	119,865	$	-	$	24,934	$	1,814	$	146,613
	Transition Period ended September 30, 2010	$	60,000	$	-	$	120,334	$	251,108	$	431,442
Melissa A. Seeger, Secretary and Treasurer (PFO)	Year Ended September 30, 2011 (4)	$	119,865	$	-	$	9,222	$	1,814	$	130,901
	Transition Period ended September 30, 2010	$	14,560	$	-	$	7,285	$	336	$	22,181

(1) ~~The~~A portion of compensation for Mr. Robertson and Ms. Seeger is being accrued and deferred until funds are available for payment. For Mr. Robertson, a total of $207,692 of the amount reported above for the period ~~from~~ending ~~May~~September 2830, ~~2010~~2012 towas accrued during the year and payable at September 30, ~~2011~~2012. ~~during~~For ~~which~~Ms. ~~they~~Seeger, ~~served~~a astotal ~~executive~~of ~~officers~~$32,714 and $59.385 of the ~~Company~~amounts reported above for the years ending September 30, 2012 and 2011, respectively, was accrued during the year and payable at September 30, 2012 and 2011.

(2) In connection with closing the Merger, the Company issued 100,000 warrants to Dr. Robertson exercisable at $0.01 per share until May 28, 2013. These warrants and a related bonus for the tax effect in the amount of $140,000 were issued in connection with a $900,000 reduction in amounts owed by the Company to its non-profit affiliate Robertson Research Institute (“RRI”) which related to prior compensation owed by RRI to Dr. Robertson. The ~~$250,000 value attributable to the warrants is reported above as Other Compensation and the tax bonus will be reported in the period actually paid. The~~ Company has a Simple IRA plan and matches employee contributions up to 3% of compensation. The Company match for Mr. Robertson was $~~7,477~~831 and $17,~~108~~477 for the ~~periods~~years ending September 30, ~~2011~~2012 and ~~2010~~2011 respectively. The Company match for Ms. Seeger was $~~1,814~~403 and $~~336~~1,814 for the ~~periods~~years ending September 30, ~~2011~~2012 and ~~2010~~2011, respectively.

(3) Represents the amount of compensation cost recognized by us in each period related to stock option awards granted during each period, as described in ASC 718, Share-Based Payment. For a discussion of valuation assumptions, see Note 119 to our ~~2011~~2012 Consolidated Financial Statements included in our Annual Report.

(4) Ms. Seeger was awarded a salary increase to $120,000 per year effective September 27, 2010 of which $5,147 per month is currently being deferred until funds are available for payment. A total of $59,385 of the amount reported above was accrued during the year and payable at September 30, 2011.

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. No other executive officer has an employment agreement.

3132

Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of shares covered by exercisable and unexercisable options held by the Named Executive Officers on September 30, ~~2011~~2012.

							Incentive
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable				Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
							Plan Awards:
Joel C. Robertson		100,000		-	(1	)		-	$	3.30	8/31/15
	Number of		Number of				Number of
Joel C. Robertson		12,000		8,000	(2	)		-	$	5.48	5/5/16
	Securities		Securities				Securities
Melissa A. Seeger		20,000		-	(3	)		-	$	3.00	8/31/15
	Underlying		Underlying				Underlying
Melissa A. Seeger		6,000		4,000	(4	)		-	$	4.98	5/5/16
	Unexercised		Unexercised				Unexercised		Option
	Options		Options				Unearned		Exercise		Option
	(#)		(#)				Options		Price		Expiration
Name	Exercisable		Unexercisable				(#)		($)		Date
Joel C. Robertson		100,000		-		(1)		-	$	3.30	8/31/15
Joel C. Robertson		4,000		16,000		(2)		-	$	5.48	5/5/16
Melissa A. Seeger		12,000		8,000		(2)		-	$	3.00	8/31/15
Melissa A. Seeger		2,000		8,000		(3)		-	$	4.98	5/5/16

(1)

These options were fully vested at September 30, 2010. This table excludes warrants on 100,000 shares issued in connection with prior compensation described above.

(2)

These options vest 4,000 shares each six months.

(3) These options ~~vest~~were ~~2,000~~fully ~~shares~~vested ~~each~~at ~~six~~August ~~months~~31, 2012.

(4)

These options vest 2,000 shares each six months.

Potential Payments Upon Termination, Death, Disability, or Retirement

The employment agreement of Dr. Robertson provides that, in the event of termination, there will be proration of bonuses, if any, during any applicable bonus period. In the event the Company terminates the employment other than for death, disability or cause, the Company shall pay a monthly sum equal to the highest monthly rate of base salary paid during the employment term for a period of twelve months. Should Dr. Robertson terminate the agreement for cause, generally non-payment, then he shall be entitled to liquidated damages equal to a monthly sum equal to the highest monthly rate of base salary paid during the employment term for a period of twelve months plus any bonus payable.

Director Compensation

The following table provides information concerning compensation of our non-employee directors for the year ended September 30, ~~2011~~2012.

	Fees
Name	Fees Earned or Paid in Cash ($)		Option Awards (1) ($)		All Other Compensation ($)		Total ($)
	Earned
Gerald L. Ehrens	$	-	$	-	$	-	$	-
	or Paid		Option		All Other
Peter Perkinson	$	-	$	-	$	-	$	-
	in Cash		Awards (1)		Compensation		Total
Name	($)		($)		($)		($)
Gerald L. Ehrens		-	$	14,148		-	$	14,148
Peter Perkinson			$	139,291			$	139,291

(1) ~~Represents~~No ~~the~~director ~~amount~~fees ofwere ~~compensation~~paid ~~cost~~and ~~recognized~~no bystock usoptions were granted to directors during the fiscal year ended September 30, ~~2011~~2012. At September 30, 2012, Mr. Ehrens and Mr. Perkinson each had option awards outstanding exercisable for 30,000 shares (20,000 exercisable at $3.00 per share until August 2015 and 10,000 exercisable at $4.98 per share until May 2016) related to ~~stock~~their ~~options~~services ~~granted~~as todirectors. ~~each~~At ~~director~~September ~~computed~~30, in2012, ~~accordance~~Mr. ~~with~~Ehrens ~~ASC~~had ~~718~~a stock option exercisable on 10,000 ~~Share-Based~~shares ~~Payment~~at $4.98 ~~For~~per share until May 2016 previously granted for other services and Mr. Perkinson had a ~~discussion~~stock ofoption ~~valuation~~exercisable ~~assumptions~~on 100,000 ~~see~~shares ~~Note~~at 11$2.20 toper ~~our~~share ~~Consolidated~~until ~~Financial~~September ~~Statements~~2015 ~~included~~previously ingranted ~~our~~for ~~Annual~~other ~~Report~~services.

3233

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership - Certain Beneficial Owners

The following security ownership information is set forth, as of ~~December~~ 20January 11, ~~2011~~2013, with respect to (i) each stockholder known by us to be beneficial owners of more than 5% of our outstanding Common Stock, (ii) each of the current directors and nominees for election as directors, (iii) each of the executive officers named in the Summary Compensation Table above and (iv) all current directors, nominees and executive officers as a group (four persons). Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Other than as set forth below, we are not aware of any other stockholder who may be deemed to be a beneficial owner of more than 5% of our company’s Common Stock.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)			~~Percent of Class~~	Percent of Class
Common Stock	Joel C. Robertson	~~6,094,808~~	~~(2)~~6,290,758	(2	~~48.5%~~)		45.7	%
	4215 Fashion Square Blvd., Suite 3
	P.O. Box 5856
	Saginaw, Michigan 48603
Common Stock	Melissa A. Seeger	~~16,000~~	~~(3)~~53,000	(3	*)		*
	4215 Fashion Square Blvd., Suite 3
	P.O. Box 5856
	Saginaw, Michigan 48603
Common Stock	Gerald L. Ehrens	~~606,139~~	~~(4)~~642,639	(4	~~4.9%~~)		4.8	%
	4215 Fashion Square Blvd., Suite 3
	P.O. Box 5856
	Saginaw, Michigan 48603
Common Stock	Peter J. Perkinson	~~263,752~~	~~(5)~~298,252	(5	~~2.1%~~)		2.2	%
	4215 Fashion Square Blvd., Suite 3
	P.O. Box 5856
	Saginaw, Michigan 48603
Common Stock	Michael J. Jandernoa	~~986,023~~	~~(6)~~986,023	(6	~~7.8%~~)		7.3	%
	c/o Perrigo Co, 333 Bridge St. NW, #800
	Grand Rapids, Michigan 49504
Common Stock	Marilyn H. Hite	~~792,962~~	~~(7)~~792,962	(7	~~6.4%~~)		5.9	%
	7260 W. Azure Dr, #140-302
	Las Vegas, Nevada 89130
Common Stock	Jerry E. Polis	~~768,705~~	~~(8)~~724,175	(8	~~6.1%~~)		5.4	%
	980 American Pacific Drive, #111
	Henderson, Nevada 89014
	All directors and executive	6, 980,699			54.7%
Common Stock	James A. Barnes		765,800	(9	)		5.6	%
	officers as a group (4 persons)
	8617 Canyon View Drive
	Las Vegas, Nevada 89117
	All directors and executive		7,284,649				51.8	%
	officers as a group (4 persons)

______________________

less than 1%.

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares beneficially owned. Unless otherwise specified, reported ownership refers to both voting and investment power. Stock options, warrants and convertible securities which are exercisable within 60 days are deemed to be beneficially owned. On December 20, 2011, there were 13,342,187 shares of common stock issued and outstanding.

*	less than 1%.
(1)	Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares beneficially owned. Unless otherwise specified, reported ownership refers to both voting and investment power. Stock options, warrants and convertible securities which are exercisable within 60 days are deemed to be beneficially owned. On December 20, 2011, there were 12,352,187 shares of common stock issued and outstanding.
(2)	Includes 5,871,808 shares owned by JVR Technologies, LLC, a Nevada limited liability company owned 50%/50% by Joel C. Robertson and his wife Vickie Robertson. The amount shown as beneficially owned by Joel C. Robertson reflects 100% of the common stock of the Company owned by JVR Technologies, LLC. Also includes 115,000 warrants and 108,000 options.
(3)	Consists solely of stock options.
(4)	Includes 460,000 shares owned by family limited partnership, 23,300 warrants and 19,334 options.
(5)	Includes 60,000 shares held by IRA, 8,841 warrants and 116,000 options.
(6)	Consists of 741,023 shares and warrants on 245,000 shares held by the Michael J. Jandernoa Trust based on information provided by the stockholder as of February 14, 2011.
(7)	Shares held by The Marisite Family Trust based on information provided by the stockholder as of June 8, 2010.
(8)	Beneficial ownership based on information provided by the stockholder as of January 24, 2011. Consists of 591,037 shares, 2,668 options and 175,000 warrants. A total of 342,914 shares are held by a family trust, 229,457 shares by a controlled corporation and 18,666 shares by a family LLC. A total of 150,000 warrants are held by an LLC over which Mr. Polis executes voting and investment control but disclaims beneficial ownership other than his pecuniary interest in the LLC.

(2)	Includes 5,871,808 shares owned by JVR Technologies, LLC, a Nevada limited liability company owned 50%/50% by Joel C. Robertson and his wife Vickie Robertson. The amount shown as beneficially owned by Joel C. Robertson reflects 100% of the common stock of the Company owned by JVR Technologies, LLC. Also includes 115,000 warrants and 303,950 options.
(3)	Consists solely of stock options.
(4)	Includes 460,000 shares owned by family limited partnership, 23,300 warrants and 55,834 options.
(5)	Includes 8,841 warrants and 150,500 options.
(6)	Consists of 741,023 shares and warrants on 245,000 shares held by the Michael J. Jandernoa Trust based on information provided by the stockholder as of December 14, 2012.
(7)	Shares held by The Marisite Family Trust based on information provided by the stockholder as of June 8, 2010.
(8)	Beneficial ownership based on information provided by the stockholder as of February 13, 2012. Consists of 546,507 shares, 2,668 options and 175,000 warrants. A total of 318,914 shares are held by a family trust, 227,257 shares by a controlled corporation and 18,666 shares by a family LLC. A total of 150,000 warrants are held by an LLC over which Mr. Polis executes voting and investment control but disclaims beneficial ownership other than his pecuniary interest in the LLC. Also includes 6,666 shares over which Mr. Polis has power of attorney but which he disclaims any beneficial ownership.
(9)	Beneficial ownership based on information provided by the stockholder as of March 16, 2012. Consists of 505,900 shares, 200,900 warrants, and 59,000 options. A total of 331,650 shares are held by a family trust, 349,650 shares by a profit sharing plan, and 25,500 shares by a controlled corporation.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

The Company has contracted with RRI for certain operational vendor costs. These services were billed to the Company by RRI on a flow-through basis and at cost. See Note 1613 to the Company’s Consolidated Financial Statements included in its annual report for details of amounts incurred related to this relationship which aggregated $55,231 and $129,392 for the ~~year~~years ended September 30, 2012 and 2011, respectively.

WeThe ~~currently~~company ~~license~~contracts ~~our~~employees ~~core~~on ~~technology~~an ~~from~~as needed basis to an entity, ~~Vanahab~~Robertson ~~Health Diagnostics II~~Wellness, LLC (RW), controlled by our Chairman, President and CEO, Dr. Robertson and his wife Vickie Robertson. These Noservices ~~license~~were ~~fees~~billed ~~were~~to ~~paid~~RW ~~during~~at cost. See Note 13 to the ~~year~~Company’s Consolidated Financial Statements included in its annual report for details of amounts incurred related to this relationship which aggregated $48,829 and $39,241 for the years ended September 30, 2012 and 2011, respectively.

OnWe ~~January~~currently ~~12,~~license ~~2011,~~our ~~the~~core ~~Company~~technology ~~completed~~from ~~the~~an ~~sale~~entity, ofVanahab ~~three~~Health ~~parcels~~Diagnostics ofII, ~~unimproved real property and warrants to purchase 150~~LLC,~~000~~ ~~shares~~controlled ofby ~~the~~our ~~common stock of the Company at $2.50 per share for a total purchase price of $900~~Chairman,~~000~~ toPresident ~~Triple~~and ~~LATS LLC~~CEO, aDr. ~~limited~~Robertson ~~liability~~and ~~company~~his ~~controlled~~wife byVickie ~~Jerry E~~Robertson. ~~Polis,~~No ~~who~~license isfees awere ~~former~~paid ~~director~~during of the ~~Company~~year ~~and~~ended ~~the~~September ~~beneficial~~30, ~~owner~~2012 ofor ~~approximately 6~~2011.~~1% of the Company’s common stock.~~

In January 2012 the Company borrowed $140,000 from Vanahab Health Diagnostics, LLC, which is controlled by our Chairman, President and CEO, Dr. Robertson and his wife Vickie Robertson. The Company issued a note payable with a 15% annual rate of interest, a default rate of interest of 18% and a term of June 30, 2012 when all unpaid principal and interest was payable.

On January 12, 2011, the Company completed the sale of three parcels of unimproved real property and warrants to purchase 150,000 shares of the common stock of the Company at $2.50 per share for a total purchase price of $900,000 to Triple LATS LLC, a limited liability company controlled by Jerry E. Polis, who was a former director of the Company and at the time of the transaction the beneficial owner of more than 5% of the Company’s common stock.

In February 2011 the Company issued 50,000 shares for $100,000 to a trust controlled by greater than 5% shareholder Michael J. Jandernoa.

In August 2011 the Company borrowed $75,000 from Vanahab Health Diagnostics, LLC, which is controlled by our Chairman, President and CEO, Dr. Robertson and his wife Vickie Robertson. The Company issued a note payable with a 15% annual rate of interest and a term of December 15, 2011 when all unpaid principal and interest shall be payable.

In September 2011 the Company borrowed $50,000 from Vanahab Health Diagnostics, LLC, which is controlled by our Chairman, President and CEO, Dr. Robertson and his wife Vickie Robertson. The Company issued a note payable with a 15% annual rate of interest and a term of December 15, 2011, when all unpaid principal and interest shall be payable. No interest was paid during fiscal 2011 or 2012.

In September 2011 the Company issued 102,172 shares for $60,000 of notes and $42,172 of accrued interest to director Gerald Ehrens. The Company has remaining notes payable to Ehrens with principal amounts totaling $328,325 with interest rates ranging from 5% to 18% per annum. Ehrens signed agreements to extend the maturity dates of each loan to December 31, 2011. No interest was paid on these notes during ~~the~~fiscal ~~year~~2011 ~~ended~~or ~~September 30, 2011~~2012.

In September 2011 the Company issued 36,411 shares for $25,000 of notes and $11,411 of accrued interest to director Peter Perkinson. The Company has remaining notes payable to Perkinson with principal amounts totaling $122,350 with interest rates ranging from 5% to 10% per annum. Perkinson signed agreements to extend the maturity dates of each loan to December 31, 2011. No interest was paid on these notes during the ~~year~~fiscal ~~ended~~2011 ~~September~~or ~~30, 2011~~2012.

During fiscal 2012 the Company sold 280,000 shares of common stock for cash of $140,000 to an entity controlled by greater than 5% stockholder, James A. Barnes.

Director Independence

As the Company is quoted on ~~the~~OTC ~~OTCBB~~Markets and not one of the national securities exchanges, it is not subject to any director independence requirements. However, we have adopted the NASDAQ Stock Market’s standards for determining the independence of directors and believe that Messrs. Ehrens and Perkinson qualify as independent directors. In making this determination, our Board of Directors has concluded that none of the independent directors has a relationship that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company did not have a functioning Audit Committee for all periods included in this Annual Report and at such times the Board of Directors reviewed and approved audit and permissible non-audit services performed by the principal accountants as well as the fees for such services.

On July 22, 2010, the Board of Directors retained Silberstein Ungar, PLLC, Certified Public Accountants (“SU”) as its independent registered public accountant.

The following table presents fees billed by SU for professional services for the audit of the financial statements of the Company and the reviews of the financial statements included in the Company’s quarterly reports for the fiscal ~~year~~years ended September 30, ~~2011,~~2012 and ~~for the fiscal period end work for September 30, 2010~~2011. The transition period ended September 30, 2010 also includes fees billed by the Company’s former independent accounting firm, Piercy Bowler Taylor & Kern (“PBTK”), for the quarter ended March 31, 2010.

			Nine Months
	Year Ended September 30, 2012		Year Ended September 30, 2011
	Year Ended		Ended
Audit fees (1)	$	29,000	$	29,000
	September 30,		September 30,
Audit related fees (2)		-		-
	2011		2010
Audit fees (1)	$	29,000	$	32,150
Audit related fees (2)		-		10,337
Tax fees (3)		-		-
All other fees (4)		-		-
Total	$	29,000	$	4229,~~487~~000

(1)

Audit Fees include fees and expenses for professional services rendered in connection with the audit of our financial statements for those periods, reviews of the interim financial statements normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2) Audit Related Fees consist of fees billed for assurance related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” Included in Audit Related Fees are fees and expenses related to reviews of registration statements and SEC filings other than Forms 10-K and 10-Q. No such fees were billed by SU for 2012 or 2011.

(3) Tax Fees include the aggregate fees billed during the fiscal year indicated for professional services for tax compliance, tax advice and tax planning. No such fees were billed by SU ~~or by PBTK~~ for ~~2011~~2012 or ~~2010~~2011.

(4) All Other Fees consist of fees for products and services other than the services reported above. No such fees were billed by SU for ~~2011~~2012 or ~~2010~~2011.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as a part of this report:

(a)	List of documents filed as a part of this report:
	(1)	Index to Financial Statements
		Report of Independent Registered Public Accounting Firm	F-1
		Consolidated Balance Sheets as of September 30, 2012 and September 30, 2011	F-2
		Consolidated Statements of Operations for the Years Ended September 30, 2012 and September 30, 2011, and the period from inception (April 11, 2005) to September 30, 2012	F-3
		Consolidated Statements of Stockholders’ Equity (Deficit) for the period from inception (April 11, 2005) to September 30, 2012	F-4
		Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and September 30, 2011, and the period from inception (April 11, 2005) to September 30, 2012	F-5
		Notes to Consolidated Financial Statements	F-6

	(2)	Financial Statement Schedules
		All schedules have been omitted because the information is not applicable, is not material or because the information required is included in the consolidated financial statements or the notes thereto.

	(3)	Index to Exhibits
		The exhibits listed on the accompanying index to exhibits immediately following the financial statements are filed as part of, or hereby incorporated by reference into, this Form 10-K.

~~(1) Index to Financial Statements~~37

Silberstein Ungar, PLLC

CPAs and Business Advisors

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of September 30, 2011 and September 30, 2010	F-2
Consolidated Statements of Operations for the Year Ended September 30, 2011, the Nine Months Ended September 30, 2010, and the period from inception (April 11, 2005) to September 30, 2011	F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the period from inception (April 11, 2005) to September 30, 2011	F-4
Consolidated Statements of Cash Flows for the Year Ended September 30, 2011, the Nine Months Ended September 30, 2010, and the period from inception (April 11, 2005) to September 30, 2011	F-5
Notes to Consolidated Financial Statements	F-6

(2) Financial Statement Schedules

All schedules have been omitted because the information is not applicable, is not material or because the information required is included in the consolidated financial statements or the notes thereto.

(3) Index to Exhibits

The exhibits listed on the accompanying index to exhibits immediately following the financial statements are filed as part of, or hereby incorporated by reference into, this Form 10-K.

Silberstein Ungar, PLLC

CPAs and Business Advisors

phone (248) 203-0080

fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Robertson Global Health Solutions Corporation

We have audited the accompanying consolidated balance sheets of Robertson Global Health Solutions Corporation ~~and Subsidiaries~~ (a development stage company) as of September 30, ~~2011~~2012 and ~~2010~~2011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for ~~the~~each ~~year~~of ~~ended September 30, 2011 and~~ the ~~nine~~years ~~months~~then ended ~~September 30, 2010 and for the period from April 11, 2005 (inception) through September 30, 2011~~. These consolidated financial statements are the responsibility of the ~~entity'~~Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our ~~audit~~audits. We did not audit the consolidated financial statements for the period April 11, 2005 (inception) through December 31, 2009. Those statements were audited by other auditors whose report has been furnished to us, and our opinion on the consolidated statements of operations, stockholders’ deficit, and cash flows for the period April 11, 2005 (inception) through December 31, 2009, insofar as it relates to the amounts for prior ~~periods~~period through December 31, 2009, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Robertson Global Health Solutions Corporation as of September 30, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended September 30, 2011 and~~ the ~~nine~~years ~~months~~then ended ~~September 30~~, ~~2010,~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 171 to the consolidated financial statements, the entity has suffered recurring losses from operations, is in default on many of its notes payable and has a net capital deficiency that ~~raise~~raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 171. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Bingham Farms, MIMichigan

~~December~~January 2914, ~~2011~~2013

F-1

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Balance Sheets

	September 30,			September 30,
ASSETS	September 30, 2012			September 30, 2011
ASSETS	2011			2010
Current assets
Cash	$	905,~~585~~764		$	4090,~~976~~585
Accounts receivable		~~41,500~~-			-41,500
Accounts receivables - related parties		47,031			8,842
Prepaid and other		44,060			35,663
Prepaid and other		35,663			27,268
Total current assets		49,824			167,748
Total current assets		214,779			77,086
Property and equipment, net		7,147			8,487
Property and equipment, net		8,487			4,114
Accounts receivable - related parties		92,594			47,031
Real estate held for sale, net		-			696,625
Total assets	$	149,565		$	223,266
Total assets	$	223,266		$	777,825
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	~~978~~1,~~152~~075,467		$	~~584~~978,~~279~~152
Accrued liabilities		672,088			354,633
Accrued interest		327,254		$	207,707
Deposits		-			3,747
Accrued other liabilities		856,113			672,088
Related party deferred revenue		-			207,416
Deferred revenue		48,167			31,500
Deferred revenue		31,500			-
Stockholder advances		60,000			-
Stockholder advances		-			150,000
Notes payable related parties - net		846,275			655,675
Notes payable related parties - net		852,813			814,826
Notes payable other - net		530,068			520,449
Notes payable other - net		531,018			476,743
Current portion of facility exit liability		-			32,329
Current portion of facility exit liability		32,329			51,056
Current portion bank term note		50,000			50,000
Total current liabilities		3,~~147~~793,~~900~~344			23,~~692~~147,~~700~~900
Long-term debt
Bank term note		~~137~~87,~~495~~491			~~187~~137,~~499~~495
Facility exit liability		-			31,098
Total long-term debt		87,491			137,495
Total long-term debt		137,495			218,597
Total liabilities		3,880,835			3,285,395
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, 12,352,187 and 11,543,369 shares issued and outstanding, respectively		12,352			11,543
Common stock, $0.001 par value, authorized 20,000,000, 13,042,187 and 12,352,187 shares issued and outstanding, respectively		13,042			12,352
Paid-in capital		1314,~~801~~330,~~666~~515			1113,~~922~~801,~~729~~666
Deficit accumulated during development stage		(1618,~~876~~074,~~147~~827	)		(1416,~~067~~876,~~744~~147	)
Total stockholders' deficit		(3,~~062~~731,~~129~~270	)		(23,~~133~~062,~~472~~129	)
Total liabilities and stockholders' deficit	$	~~223~~149,~~266~~565		$	~~777~~223,~~825~~266

See accompanying notes to the consolidated financial statements

F-2

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Statements of Operations

				Twelve-Month			Nine-Month			April 11, 2005
	Year Ended September 30, 2012			Year Ended September 30, 2011			April 11, 2005 (date of inception) to September 30, 2012
				Comparative			Transition			(date of
Revenues
	Year Ended			Period Ended			Period Ended			inception) to
Contract fees	$	-		$	10,000		$	143,000
	September 30,			September 30,			September 30,			September 30,
Contract fees - related party		-			207,416			207,416
	2011			2010			2010			2011
Total revenues		-			217,416			350,416
				(Unaudited)
Operating expenses
Revenues
Cost of revenues		-			-			139,536
Contract fees	$	10,000		$	133,000		$	-		$	143,000
Product and content development		264,543			1,004,352			6,812,852
Contract fees - related party		207,416			-			-			207,416
Selling, general and administrative		798,610			1,902,019			9,355,315
Total revenues		217,416			133,000			-			350,416
Impairment expense on real estate held for sale		-			-			1,548,375
Operating expenses
Total operating expenses		1,063,153			2,906,371			17,856,078
Cost of revenues		-			139,536			-			139,536
Operating loss		(1,063,153	)		(2,688,955	)		(17,505,662	)
Product and content development		1,004,352			628,634			522,908			6,548,309
Other income (expense)
Selling, general and administrative		1,902,019			1,650,209			1,363,027			8,556,705
Unrealized gain on derivative revaluation		-			-			17,279
Impairment expense on real estate held for sale		-			1,548,375			1,548,375			1,548,375
Interest and other income		12,000			38,390			360,624
Total operating expenses		2,906,371			3,966,754			3,434,310			16,792,925
Gain on disposal of assets		60			-			60
Operating loss		(2,688,955	)		(3,833,754	)		(3,434,310	)		(16,442,509	)
Other expenses		-			(3,964	)		(97,236	)
Other income (expense)
Interest expense		(147,587	)		(153,874	)		(849,892	)
Unrealized gain on derivative revaluation		-			14,693			12,658			17,279
Total other income (expense)		(135,527	)		(119,448	)		(569,165	)
Interest and other income		38,390			15,254			15,254			348,624
Net loss	$	(1,198,680	)	$	(2,808,403	)	$	(18,074,827	)
Other expenses		(3,964	)		(29,953	)		(29,953	)		(97,236	)
Loss per share (basic and diluted)	$	(0.10	)	$	(0.24	)
Interest expense		(153,874	)		(322,872	)		(299,080	)		(702,305	)
Weighted average number of common shares outstanding (basic and diluted)		12,601,285			11,664,382
Total other income (expense)		(119,448	)		(322,878	)		(301,121	)		(433,638	)
Net loss	$	(2,808,403	)	$	(4,156,632	)	$	(3,735,431	)	$	(16,876,147	)
Loss per share (basic)	$	(0.24	)	$	(0.40	)	$	(0.35	)	$	(1.64	)
Weighted average number of common shares outstanding		11,664,382			10,508,711			10,680,144			10,315,632

See accompanying notes to the consolidated financial statements

F-3

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Statements of Stockholders' Deficit

							Additional						Total
	Common Stock						Additional Paid-In			Accumulated			Total Equity
	Common Stock						Paid-In			Accumulated			Equity
	Shares			Dollars			Capital			Deficit			(Deficit)
Balances, April 11, 2005 (date of inception)		-		$	-		$	-		$	-		$	-
Stock issued to founder for technology		9,600,000			9,600			(9,600	)		-			-
Founder stock assigned to director		290,000			290			(290	)		-			-
Sale of stock for cash at $2.50 to $3.25 per share		1,156,000			1,156			3,348,844			-			3,350,000
Forfeiture of founder stock - net		(1,046,000	)		(1,046	)		1,046			-			-
Net loss		-			-			-			(1,373,347	)		(1,373,347	)
Balances, December 31, 2005		10,000,000		$	10,000		$	3,340,000		$	(1,373,347	)	$	1,976,653
Sale of stock at $2.50 to $4.00 per share		456,500			456			1,759,544			-			1,760,000
Repurchase of stock at $2.50 per share		(144,000	)		(144	)		(359,856	)		-			(360,000	)
Forfeiture of founder stock - net		(312,500	)		(312	)		312			-			-
Net loss		-			-			-			(3,488,381	)		(3,488,381	)
Balances, December 31, 2006		10,000,000		$	10,000		$	4,740,000		$	(4,861,728	)	$	(111,728	)
Sale of stock at $2.00 to $6.00 per share		414,038			414			1,089,586			-			1,090,000
Forfeiture of founder stock		(414,038	)		(414	)		414			-			-
Net loss		-			-			-			(2,451,762	)		(2,451,762	)
Balances, December 31, 2007		10,000,000		$	10,000		$	5,830,000		$	(7,313,490	)	$	(1,473,490	)
Sale of stock at $2.00 to $3.25 per share		658,154			658			1,158,342			-			1,159,000
Forfeiture of founder stock		(658,154	)		(658	)		658			-			-
Net loss		-			-			-			(1,443,771	)		(1,443,771	)
Balances, December 31, 2008		10,000,000		$	10,000		$	6,989,000		$	(8,757,261	)	$	(1,758,261	)
Sale of stock at $1.00 per share		428,500			428			428,072			-			428,500
Classification of 416,000 warrants as a liability		-			-			(238,656	)		-			(238,656	)
Forfeiture of founder stock		(428,500	)		(428	)		428			-			-
Net loss					-			-			(1,575,052	)		(1,575,052	)
Balances, December 31, 2009		10,000,000		$	10,000		$	7,178,844		$	(10,332,313	)	$	(3,143,469	)
Sale of stock at $1.00 per share		125,000			-			125,000			-			125,000
Classification of 125,000 warrants as a liability		-			-			(69,497	)		-			(69,497	)
Forfeiture of founder stock		(125,000	)		-			-			-			-
Record beneficial conversion of $170,000 of convertible notes		-			-			89,048			-			89,048
Redemption of stock		(3,076	)		(3	)		(11,997	)		-			(12,000	)
Shares issued on conversion of convertible debt at $1.00 per share		3,076			3			3,073			-			3,076
Merger related equity transactions:
Historical ASI Technology shares		1,154,248			1,154			2,718,773			-			2,719,927
Shares issued on conversion of convertible debt at $1.00 per share		214,223			214			214,009			-			214,223
Reclassification of warrant liability to equity								379,922			-			379,922
Value of 100,000 warrants issued to founder related to debt extinguishment								250,000			-			250,000
Capital contribution from related party debt extinguishment								510,000			-			510,000
Value of 51,041 warrants issued to stockholders related to debt restructuring and guarantee								55,750			-			55,750
Shares issued on conversion of convertible debt at $1.00 per share		175,698			176			175,522			-			175,698
Payment of fractional shares on reverse stock split		(800	)		(1	)		(4,320	)					(4,321	)
Stock based compensation								308,602						308,602
Net loss											(3,735,431	)		(3,735,431	)
Balances, September 30, 2010		11,543,369		$	11,543		$	11,922,729		$	(14,067,744	)	$	(2,133,472	)
Sale of stock at $2.00 per share		235,000			235			469,765			-			470,000
Sale of stock at $1.00 per share		150,000			150			149,850			-			150,000
Shares issued on conversion of debt at $1.00 per share		348,218			348			347,870			-			348,218
Exercise of warrants at $1.00 per share		75,000			75			74,925			-			75,000
Value of 150,000 warrants issued related to sale of real estate held for sale								178,375			-			178,375
Stock based compensation								656,353			-			656,353
Stock option exercise		600			1			1,799			-			1,800
Net loss		-			-			-			(2,808,403	)		(2,808,403	)
Balances, September 30, 2011		12,352,187		$	12,352		$	13,801,666		$	(16,876,147	)	$	(3,062,129	)
Stock based compensation								184,539			-			184,539
Sale of stock at $0.50 per share		690,000			690			344,310			-			345,000
Net loss		-			-			-			(1,198,680	)		(1,198,680	)
Balances, September 30, 2012		13,042,187		$	13,042		$	14,330,515		$	(18,074,827	)	$	(3,731,270	)

See accompanying notes to the consolidated financial statements

F-4

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

(a development stage company)

Consolidated Statements of Cash Flows

				Twelve-Month			Nine-Month			April 11, 2005
	Year Ended September 30, 2012			Year Ended September 30, 2011			April 11, 2005 (date of inception) to September 30, 2012
				Comparative			Transition			(date of
Operating activities
	Year Ended			Period Ended			Period Ended			inception) to
Net loss	$	(1,198,680	)	$	(2,808,403	)	$	(18,074,827	)
	September 30,			September 30,			September 30,			September 30,
Adjustments to reconcile net loss to net cash used by operating activities:
	2011			2010			2010			2011
Depreciation		2,022			1,866			46,066
				(Unaudited)
Amortization of deferred rent and facility exit liability		(32,329	)		(50,911	)		(97,613	)
Operating activities
Adjustment of accrued facility exit liability		-			1,085			31,038
Net loss	$	(2,808,403	)	$	(4,156,632	)	$	(3,735,431	)	$	(16,876,147	)
Unrealized gain on derivative revaluation		-			-			(17,279	)
Adjustments to reconcile net loss to net cash used by operating activities:
Impairment expense		-			-			1,548,375
Depreciation		1,866			5,614			3,512			44,044
(Gain) loss on sale of assets		(60	)		2,878			2,818
Amortization of deferred rent and facility exit liability		(50,911	)		(14,373	)		(14,373	)		(65,284	)
Gain on debt cancellation		-			-			(262,088	)
Adjustment of accrued facility exit liability		1,085			29,953			29,953			31,038
Note discount accretion		-			27,003			128,413
Unrealized gain on derivative revaluation		-			(14,693	)		(12,658	)		(17,279	)
Beneficial conversion of convertible debt		-			-			89,048
Impairment expense		-			1,548,375			1,548,375			1,548,375
Value of warrants issued for note guarantee		-			-			16,384
Loss on sale of assets		2,878			-			-			2,878
Stock based compensation		184,539			656,353			1,149,494
Gain on debt cancellation		-			-			-			(262,088	)
Changes in:
Note discount accretion		27,003			101,410			101,410			128,413
Accounts receivable		41,500			(41,500	)		-
Beneficial conversion of convertible debt		-			89,048			89,048			89,048
Accounts receivable - related parties		(45,563	)		(38,189	)		(86,994	)
Value of warrants issued for note guarantee		-			16,384			16,384			16,384
Prepaid and other		(8,397	)		(8,395	)		(36,783	)
Stock based compensation		656,353			308,602			308,602			964,955
Accounts payable and accrued expenses		385,932			891,701			4,399,354
Changes in:
Deposits		-			(3,747	)		(3,747	)
Accounts receivable		(41,500	)		-			-			(41,500	)
Deferred revenue		16,667			(175,916	)		48,167
Accounts receivable - related parties		(38,189	)		1,758			84,758			(41,431	)
Accrued interest		119,546			94,772			429,697
Prepaid and other		(8,395	)		(19,991	)		(19,991	)		(28,386	)
Net cash used by operating activities		(534,823	)		(1,451,403	)		(10,690,477	)
Accounts payable and accrued expenses		891,701			983,191			727,606			4,013,422
Investing activities
Deposits		(3,747	)		(3,747	)		(3,747	)		(3,747	)
Purchase of property and equipment		(1,346	)		(6,240	)		(53,555	)
Deferred revenue		(175,916	)		157,416			-			31,500
Proceeds from sale of assets		-			543,747			843,747
Stockholder advances		-			150,000			150,000			-
Cash received in merger transaction		-			-			243,296
Accrued interest		94,772			81,458			59,843			310,151
Net cash provided by investing activities		(1,346	)		537,507			1,033,488
Net cash used by operating activities		(1,451,403	)		(736,227	)		(666,709	)		(10,155,654	)
Financing activities
Investing activities
Net change in stockholder advances		60,000			-			210,000
Purchase of property and equipment		(6,240	)		(3,922	)		(3,922	)		(52,209	)
Sale of common stock		345,000			620,000			8,877,500
Proceeds from sale of assets		543,747			300,000			300,000			843,747
Sale of warrants		-			178,375			178,375
Cash received in merger transaction		-			243,296			243,296			243,296
Repurchase of common stock		-			-			(372,000	)
Net cash provided by investing activities		537,507			539,374			539,374			1,034,834
Payment of fractional shares		-			-			(4,321	)
Financing activities
Proceeds from exercise of warrants		-			75,000			75,000
Net change in stockholder advances		-			-			-			150,000
Proceeds from exercise of stock options		-			1,800			1,800
Sale of common stock		620,000			292,500			125,000			8,532,500
Proceeds from issuance of debt		140,000			275,000			1,335,416
Sale of warrants		178,375			-			-			178,375
Repayment of debt		(93,652	)		(186,670	)		(639,017	)
Repurchase of common stock		-			(12,000	)		(12,000	)		(372,000	)
Net cash provided by financing activities		451,348			963,505			9,662,753
Payment of fractional shares		-			(4,321	)		(4,321	)		(4,321	)
Net increase (decrease) in cash		(84,821	)		49,609			5,764
Proceeds from exercise of warrants		75,000			-			-			75,000
Cash, beginning of period		90,585			40,976			-
Proceeds from exercise of stock options		1,800			-			-			1,800
Cash, end of period	$	5,764		$	90,585		$	5,764
Proceeds from issuance of debt		275,000			245,000			245,000			1,195,416
SUPPLEMENTAL CASH-FLOW INFORMATION
Repayment of debt		(186,670	)		(283,713	)		(220,701	)		(545,365	)
Cash paid for interest	$	28,041		$	32,099		$	210,575
Net cash provided by financing activities		963,505			237,466			132,978			9,211,405
Transfers of liabilities from affiliate for costs incurred	$	-		$	-		$	824,053
Net increase (decrease) in cash		49,609			40,613			5,643			90,585
Derivative liability recorded for warrants	$	-		$	-		$	17,279
Cash, beginning of period		40,976			363			35,333			-
Issuance of debt in redemption of accrued liabilities	$	103,867		$	180,373		$	909,872
Cash, end of period	$	90,585		$	40,976		$	40,976		$	90,585
Repayment of advances from proceeds from sale of assets	$	-		$	150,000		$	150,000
SUPPLEMENTAL CASH-FLOW INFORMATION
Issuance of stock on conversion of debt	$	-		$	348,218		$	741,215
Cash paid for interest	$	32,099		$	31,275		$	29,100		$	182,534
Non-cash payment on accounts payable	$	725		$	-		$	725
Transfers of liabilities from affiliate for costs incurred	$	-		$	209,135		$	-		$	824,053
Derivative liability recorded for warrants	$	-		$	(127,071	)	$	(221,377	)	$	17,279
Issuance of debt in redemption of accrued liabilities	$	180,373		$	625,632		$	625,632		$	806,005
Repayment of advances from proceeds from sale of assets	$	150,000		$	-		$	-		$	150,000
Issuance of stock on conversion of debt	$	348,218		$	392,997		$	392,997		$	741,215

See accompanying notes to the consolidated financial statements

F-5

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

1. Nature of Operations, Description of Business 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~~RGHS. 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 is a medical software company that 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~~the Company’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, resources available 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 – Going Concern

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 September 30, ~~2011~~2012, the Company has incurred significant losses and negative cash flow from operations and has a deficit accumulated during the development stage of $1618,~~876~~074,~~147~~827. At September 30, 2012 the Company had a working capital deficit of $3,650,926 and notes and accrued interest aggregating $1,626,142 payable to related and unrelated parties that were in default. 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, renegotiating or refinancing existing debt and/or attaining a profitable level of operations. ~~Management~~The ~~has~~Company’s operating plans towill ~~generate~~require ~~revenue producing business and to seek~~ additional ~~capital.~~funds ~~These~~for ~~financial~~operation ~~statements~~and ~~do not give effect~~ to ~~any~~repay, ~~adjustments~~refinance ~~that~~or ~~would~~restructure beexisting ~~necessary~~debt. ~~should~~Management ~~the~~has ~~Company~~plans ~~be unable~~ to ~~continue~~generate asrevenue aproducing ~~going~~business ~~concern~~ and ~~therefore be required~~ to ~~realize~~seek ~~its~~additional ~~assets~~capital and ~~discharge~~restructure its ~~liabilities~~debt, inthough ~~other~~there ~~than~~can ~~the~~be ~~normal~~no ~~course~~assurance ofit ~~business~~will ~~and~~be atable ~~amounts~~to ~~different~~do ~~from those reflected in the accompanying financial statements~~so.

During fiscal 2013, 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.

Principles of Consolidation

The consolidated financial statements include the accounts of RGHS and its wholly-owned subsidiaries. Subsidiaries of RGHS are 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.

F-6

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~Principles~~In the consolidated financial statements and the notes thereto, all references to historical information, balances and results of ~~Consolidation~~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 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. 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.

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.Reclassifications

~~The~~Where ~~consolidated~~necessary, ~~financial statements include~~ the ~~accounts~~prior ofyear’s ~~RGHS~~information ~~(formerly~~has ~~ASI)~~been ~~and~~reclassified ~~its~~to ~~wholly-owned~~conform ~~subsidiaries.~~to ~~Subsidiaries of RGHS are Robertson Health Services, Inc. (RHS, comprising~~ the ~~former~~fiscal ~~business~~2012 ofstatement 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, Incpresentation. ~~(“ASI~~These ~~Land”,~~reclassifications ahad ~~wholly-owned~~no ~~subsidiary~~effect ~~which~~on previously ~~held certain real estate). All significant intercompany balances and transactions have been eliminated. Certain amounts previously~~ reported ~~have~~results ~~been~~of ~~reclassified~~operations toor ~~conform~~accumulated ~~to the current presentation~~deficit.

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. Accordingly, the accompanying consolidated balance sheets as of September 30, 2011 and 2010, and the accompanying consolidated statements of stockholders’ deficit for the period from April 11, 2005 (date of inception) to September 30, 2011 have been adjusted to reflect the current capital structure of the Company. In financial statements published prior to the Merger, references to the previous capital structure were to members’ capital rather than stockholders’ deficit.

Fiscal Period

After the Merger, the Company’s Board of Directors approved a resolution to change the Company’s fiscal year end to September 30.

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.

2. Summary of Significant Accounting Principles

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when there is evidence of an arrangement, the service has been provided to the customer, the collection of the fees is reasonably assured, and the amount of fees to be paid by the customer are fixed or determinable. To date, revenues have not been significant and the Company expects to enter into new software licensing and collaborative arrangements in the future and will evaluate each in accordance with Staff Accounting Bulletin 104 and the ASC’s Software and Collaborative Topics.

The Company’s business model includes collaborative arrangements resulting in the licensing of its software applications and related content with on-going license fees based on usage, availability or from advertising and sponsorships. Fees based on availability are recognized over the performance period; fees based on usage or from advertising and sponsorships are recognized as reported to the Company from intermediaries over the applicable period and when collection is assured.

The Company recognizes fees for contract services when the fees are fixed and determinable, the related services are performed and collection is assured. The Company evaluates revenue from arrangements that have multiple elements to determine whether the components of the arrangement represent separate units of accounting as defined in the accounting guidance related to revenue arrangements with multiple deliverables.

Deferred revenue, including advance license fees, which will be recognized during the succeeding 12-month period, is recorded as current deferred revenue and any remaining portion is recorded as long-term deferred revenue.

F-7

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

Collaborative Arrangements

Contractual arrangements fall within the scope of ASC 808-10, Collaborative Arrangements, if the arrangement requires the parties to be active participants and the arrangement exposes the parties to significant risks and rewards that are tied to the commercial success of the endeavor. Collaborative agreement revenues may include both contract research revenue and license revenue. Nonrefundable up-front license fees where the Company has continuing involvement through research and development collaboration are initially deferred and recognized as collaborative agreement license revenue over the estimated period for which the Company continues to have a performance obligation. Nonrefundable amounts received for shared development costs are recognized as contract revenue in the period in which the related expenses are incurred.

Fair Value of Financial Instruments

The ~~fair~~carrying ~~values~~amounts of ~~assets~~cash ~~and~~equivalents, ~~liabilities~~accounts ~~required~~receivable, toaccounts bepayable ~~measured~~and ataccrued ~~fair~~liabilities ~~value~~approximate ~~are~~fair ~~categorized~~values ~~based~~due ~~upon~~to the ~~level~~short maturity of ~~judgment~~these ~~associated with the inputs used to measure their value~~instruments. ~~Hierarchical levels are as follows:~~

~~Level~~The 1:Company ~~Inputs~~does ~~are~~not ~~unadjusted~~have ~~quoted~~any ~~prices~~financial inassets ~~active~~and ~~markets~~liabilities ~~for~~that ~~identical~~are ~~assets~~measured orat ~~liabilities~~fair atvalue ~~the~~on ~~measurement~~a ~~date~~recurring basis.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The fair values of cash, other current assets and current liabilities approximate their carrying value due to the short-term nature of these financial instruments. See Note 14 for information on applying fair value measurements to other assets and liabilities.

Property and Equipment

Fixed assets are stated at cost. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets. The depreciable life of leasehold improvements is the shorter of the lease term or the useful life. Upon asset retirement or other disposition, cost and the related accumulated depreciation are removed from the accounts, and any gain or loss is included in the consolidated statements of operations. Amounts expended for repairs and maintenance are expensed as incurred.

Software Product and Content Development Costs

Software product and content development expenditures include costs incurred in the development, enhancement and maintenance of software technology and content. These costs are charged to expense as incurred. Production costs after technological feasibility are not expected to be material and other computer software and content maintenance costs related to software and content development are expensed as incurred.

Real Estate

Real estate previously owned and held for sale included properties acquired through deed in lieu of foreclosure in December 2009. These properties were recorded at the lower of cost or estimated fair value with gain or loss recorded as recovery or additional loan loss. To assist estimating the fair value of these properties based on Level 3 inputs of ASC 820, Fair Value Measurements and Disclosure, management used current and prior appraisals, comparable local sales data, and where applicable adjustments to reflect the highest and best use of each parcel. Subject to periodic impairment considerations, the Company’s policy was to capitalize costs relating to any improvements of properties. Holding costs were charged to expense as incurred. Real estate owned was classified as held for sale in June 2010 when management determined it met the appropriate criteria in ASC 360-10-45. Real estate assets that are expected to be disposed of are valued on an individual asset basis at their carrying amounts, after any impairment adjustments necessary, less estimated costs to sell. All real estate holdings were disposed of in an installment sale with the final payment received in January 2011 (Note 5).

F-8

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

Facility Exit Liability

The Company ~~accounts~~accounted for an unused operating office lease in accordance with ASC 420, Exit or Disposal Cost Obligations,. ~~and~~The islease ~~required~~expired toin ~~make~~March, ~~continuing estimates related to estimated sublease and concession amounts~~2012.

~~Warrants~~Comprehensive ~~Classified as Derivatives~~Loss

~~The~~Comprehensive ~~valuation~~loss ofconsists ~~warrant derivatives resulted from insufficient member interests being available for exercise~~ of ~~the~~net ~~warrants~~loss ~~prior to the Merger~~ and ~~was~~other ~~determined~~gains ~~in accordance with ASC 815-40, Derivatives~~ and ~~Hedging:~~losses ~~Contracts~~affecting ~~in Entity~~stockholders’s ~~Own~~equity ~~Equity.~~that ~~The~~under ~~warrant~~U.S. ~~fair~~generally ~~value~~accepted ~~was~~accounting ~~adjusted~~principles ~~each~~are ~~reporting~~excluded ~~period~~from ~~based~~reported onnet ~~current assumptions, with the change in value recognized in other income (expense)~~loss. ~~Changes~~There inwere ~~remaining~~no ~~term,~~differences ~~stock~~between ~~prices,~~net ~~stock~~loss ~~volatility~~ and ~~interest~~comprehensive ~~rates~~loss ~~changed the~~for ~~warrant~~any ~~liability~~of ~~each period resulting in a non-cash charge. The warrant liability was converted to equity upon~~ the ~~Merger~~periods ~~(Note 3)~~presented.

The Company reviews the classification of its warrants and other financial instruments as derivatives each period.

Stock-Based Compensation

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 accounts for the fair value of each option grant by estimating on the date of grant using the Black-Scholes option-pricing model including assumptions pertaining to expected life, interest rate, volatility and dividend yield. Expected volatilities are based on historical volatility of a peer group until the Company has sufficient history. The expected life of options granted represents an estimate of the period of time that options are expected to be outstanding, which is shorter than the term of the option. In addition, the Company is required to calculate estimated forfeiture rates on an ongoing basis that impact the amount of share-based compensation costs it will record. If the estimates used to calculate the fair value for employee stock options differ from actual results, or actual forfeitures differ from estimated forfeitures, the Company may be required to record gains or losses that could be material.

~~Loss Per Share~~F-8

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 September 30, 2011 and 2010, a total of 1,786,617 and 1,452,119, 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.

Income Taxes

The Company accounts for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provides a full valuation reserve related to its net deferred tax assets. In the future, if sufficient evidence of an ability to generate sufficient future taxable income in certain tax jurisdictions becomes apparent, the Company may be required to reduce the valuation allowances, resulting in income tax benefits in the consolidated statement of operations. The Company evaluates the realizability of the deferred tax assets and assesses the need for valuation allowance quarterly. The utilization of the net operating loss carryforwards could be substantially limited due to restrictions imposed under federal and state laws upon a change in ownership in the future. The Company has experienced various ownership changes as a result of past financings and could experience future ownership changes.

F-9

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

Loss Per Share

Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share reflects the potential dilution of securities that could share in the earnings of an entity. The Company’s losses for the periods presented cause the inclusion of potential common stock instruments outstanding to be antidilutive. At September 30, 2012 and 2011, a total of 1,781,814 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.

Income Taxes

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. Those recent accounting standards that could potentially have an impact if or when adopted are listed and discussed below:

In ~~May~~December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-0411, ~~Fair~~Balance ~~Value~~Sheet ~~Measurement~~ (Topic ~~820~~210): ~~Amendments~~Disclosures toabout ~~Achieve~~Offsetting ~~Common~~Assets ~~Fair Value Measurement~~ and ~~Disclosure Requirements in U~~Liabilities.S. ~~GAAP~~The ~~and~~amendments ~~IFRS.~~in ~~This~~this ~~update~~Update ~~explains~~require ~~how~~an entity to ~~measure~~disclose ~~fair~~information ~~value,~~about ~~does~~offsetting ~~not~~and ~~require~~related ~~additional~~arrangements ~~fair~~to ~~value~~enable ~~measurements,~~users ~~and~~of isits ~~not~~financial ~~intended~~statements to ~~establish~~understand ~~valuation~~the ~~standards~~effect orof ~~affect~~those ~~valuation~~arrangements ~~practices~~on ~~outside~~its of financial ~~reporting~~position. This update ~~results~~requires inimproved ~~common~~information ~~fair~~about ~~value~~financial ~~measurement~~instruments and ~~disclosure~~derivative ~~requirements~~instruments inthat ~~U.S.~~are ~~GAAP~~either ~~and~~offset ~~IFRSs. Consequently,~~or ~~the~~subject ~~amendments change the wording used~~ to ~~describe~~an ~~many~~enforceable ofmaster ~~the~~netting ~~requirements~~arrangement inor ~~U.S.~~similar ~~GAAP for measuring fair value and for disclosing information about fair value measurements~~agreement. The amendments in this Update are effective for annual reporting periods beginning on aor ~~prospective~~after ~~basis~~January ~~for~~1, ~~interim~~2013, and ~~annual~~interim periods ~~beginning~~within ~~after~~those ~~December~~annual ~~15, 2011~~periods. The Company does not expect the adoption to have aan ~~material~~ impact on its financial results.

In ~~June~~July ~~2011~~2012, the FASB issued ~~authoritative~~ASU ~~guidance~~2012-02, ~~regarding~~“Testing ~~comprehensive~~Indefinite-Lived ~~income.~~Intangible ~~This~~Assets ~~newly~~for ~~issued~~Impairment,” ~~accounting~~which ~~standard~~allows ~~(1)~~companies ~~eliminates~~to ~~the~~perform ~~option~~a toqualitative ~~present~~assessment ~~the~~to ~~components~~determine ofwhether ~~other~~further ~~comprehensive~~impairment ~~income~~testing asof ~~part~~indefinite-lived ofintangible ~~the~~assets ~~statement~~is ofnecessary, ~~changes~~similar in ~~stockholders’~~approach ~~equity;~~to ~~(2)~~the ~~requires~~goodwill ~~the~~impairment ~~consecutive~~test. ~~presentation~~The ofnew ~~the~~guidance ~~statement~~allows ofan ~~net~~entity ~~income~~the ~~and~~option ~~other~~to ~~comprehensive~~first ~~income;~~assess ~~and~~qualitatively ~~(3)~~whether ~~requires~~it anis ~~entity~~more tolikely ~~present~~than ~~reclassification~~not ~~adjustments~~(that onis, ~~the~~a ~~face~~likelihood of ~~the~~more ~~financial~~than ~~statements~~50) ~~from~~that ~~other~~an ~~comprehensive~~indefinite-lived ~~income~~intangible toasset ~~net~~is ~~income.~~impaired, ~~The~~thus ~~amendments~~necessitating dothat ~~not~~it ~~change~~perform the ~~items~~quantitative ~~that~~impairment ~~must~~test. beAn ~~reported~~entity inis ~~other~~not ~~comprehensive~~required ~~income~~to orcalculate ~~when~~the anfair ~~item~~value of ~~other~~an ~~comprehensive~~indefinite-lived ~~income~~intangible ~~must~~asset beand ~~reclassified~~perform tothe ~~net~~quantitative ~~income~~impairment ~~nor~~test dounless the ~~amendments~~entity ~~affect~~determines ~~how~~that ~~earnings~~it ~~per~~is ~~share~~more islikely ~~calculated~~than ornot ~~presented~~that the asset is impaired. ~~This~~The new guidance is ~~required~~effective tofor beannual ~~applied~~and ~~retrospectively~~interim ~~and~~impairment istests ~~effective~~performed for fiscal years beginning after September 15, 2012. Early adoption is permitted for annual and interim ~~periods~~impairment ~~beginning~~tests ~~after~~performed ~~December~~as 15of a date before July 27, ~~2011~~2012, if the financial statements for the most recent annual or interim period have not yet been issued. The ~~adoption~~Company will adopt the provisions of this ~~standard~~new isguidance on October 1, 2012. The Company does not ~~expected~~expect the adoption of the new provisions to have ana material impact on ~~the~~its ~~Company’s~~ financial ~~position~~condition or results of operations.

3In October 2012, the Financial Accounting Standards Board (“FASB”) issued ASU No. ~~Merger~~2012-04, Technical Corrections and ~~Recapitalization~~Improvements. The amendments in this Update cover a wide range of topics. The update addresses issues that either (1) clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice, or (2) are more substantive, limited-scope improvements. The amendments in this Update that will not have transition guidance are effective upon issuance. The amendments that are subject to transition guidance are effective for fiscal periods beginning after December 15, 2012. The Company does not expect the adoption to have an impact on its financial results.

~~On May 28, 2010, RGHS completed the acquisition of NxOpinion, previously a privately~~F-~~owned health care technology licensing company headquartered in Saginaw, Michigan. As a result of the Merger, the business of NxOpinion is now owned by RHS, a wholly-owned subsidiary of the Company.~~9

Each NxOpinion security holder received, in exchange for each NxOpinion membership unit held or deemed to be held by such security holder immediately before the closing of the Merger, a number of shares of Company common stock equal to fifteen shares prior to the reverse split. The Company completed on August 6, 2010 a 1 for 15 reverse split and accordingly, as a result, each NxOpinion unit holder effectively received post-split one share of the Company for each unit of NxOpinion and each legacy shareholder of RGHS prior to the Merger received one post-Merger and post reverse split share for each 15 shares owned prior to the Merger. All share numbers herein reflect the Merger and the reverse stock split.

The Company has 20,000,000 shares of common stock, par value $0.001 authorized and 1,000,000 shares of preferred stock, par value $0.001, authorized. No preferred shares are outstanding. Just prior to the Merger’s effective date, stockholders of RGHS owned 1,154,248 shares of common stock. The former members of NxOpinion received 10,000,000 shares of the Company’s common stock in the Merger. The Company also issued at closing 214,223 shares at $1.00 per share to retire certain convertible note obligations of NxOpinion.

In connection with the Merger, the Company agreed to assume the debt and equity obligations of NxOpinion including convertible notes and warrants to purchase units of membership interest in NxOpinion that were converted into $170,000 of 11% convertible notes with principal and interest convertible at $1.00 per common share and warrants exercisable into 541,000 shares of the Company’s common stock at $1.00 per share and 170,000 shares at $2.50 per share.

F-10

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~Additional~~3. ~~debt~~Property ~~was~~and ~~restructured including:~~Equipment

· At closing approximately $1.3 million was owed by NxOpinion to affiliated non-profit Robertson Research Institute (“RRI”), a Colorado nonprofit corporation, and a public charity as defined in section 501(c)(3) of the Internal Revenue Code. This amount was reduced by $900,000 at closing through debt forgiveness by RRI and treated as a capital contribution net of the value of warrants and a tax bonus (Note 6).

· Secured notes outstanding with five parties with a principal balance of $357,500 (plus accrued and unpaid interest), effectively demand notes, were exchanged for new unsecured notes at the same interest rates. The holders were also issued warrants for shares of common stock of the Company on an aggregate basis for 21,450 common shares exercisable at $2.50 per share for three years.

· Past consulting fees owed to two management advisors for $243,175 were exchanged for notes with a 5% annual rate of interest. The holders were also issued warrants on an aggregate of 14,591 common shares of Company stock exercisable at $2.50 per share for three years.

· An obligation related to a $250,000 bank line of credit was assumed by the Company with Dr. Robertson continuing to guarantee the note. Dr. Robertson was issued warrants on an aggregate of 15,000 common shares of Company stock exercisable at $2.50 per share for three years as consideration for his continuing guarantee. In June 2010, this bank line was converted into a five year term note (Note 8).

· At closing the Company was obligated on an unsecured installment payment agreement to NxOpinion’s legal firm with regard to outstanding legal fees owed for services incurred through May 28, 2010, with a total outstanding balance of $331,547 at an interest rate of 5% per annum compounded monthly. In November 2011, the Company negotiated revised terms on this loan. The note is due on demand, but not later than June 1, 2012, including interest at 5% per annum. Payments are to be made as excess cash flow permits after covering only ordinary operating expenses. The note is secured by the Company assets.

Subsequent to the Merger on June 3, 2010 the Company repaid $75,000 of NxOpinion 11% unsecured bridge notes.

Prior to, but in connection with, the Merger, RGHS disposed of the following assets and issued common stock on option exercises to pay closing and other operating costs and to provide working capital for the operations of the Company:

· RGHS sold its direct financing lease interests with a book value of approximately $330,800 for cash of $280,000. Three directors and/or officers of RGHS, or entities controlled by them, purchased $150,000 of these interests on the same terms as negotiated at “arms’ length” with unaffiliated parties. These direct financing lease interests related to the financing and operation of 28 automated teller machines at various locations.

· RGHS sold its marketable securities consisting of 246,502 restricted shares of common stock of e.Digital Corporation for $20,000 to an unaffiliated buyer. These securities were valued each reporting period at market price. The market price for unrestricted shares at the date of sale was $24,650.

· The Company assigned its exclusive license agreement with the inventor of U.S. Patent #6,232,723 related to certain sterilization and decontamination technology in exchange for $5,500 of debt reduction to an unaffiliated party.

· Stock option holders exercised 14,667 “out-of-the-money” stock options at exercise prices ranging from $3.00 to $6.75 per share for cash of $29,000 and debt reduction of $23,500. Two directors and one officer of RGHS exercised an aggregate of 8,000 of these options for proceeds of $25,000.

Additionally, with the prior agreement of NxOpinion and the Company, a company controlled by a former director, following the closing of the Merger, agreed to purchase for $300,000 on an installment basis certain intangible water rights held by the Company with a book value of $381,000.

The Company retained cash, after the asset sales described above, of approximately $250,000. RGHS also had certain liabilities, including an office facility exit liability of $74,068, at closing of the Merger. The Company retained certain assets owned prior to the Merger, including undeveloped real estate assets held for investment, which was later sold (see Note 5).

RGHS’s assets and liabilities as of May 28, 2010, the date of the Merger closing, have been incorporated into the Company’s balance sheet based on the fair values of the net assets acquired at that date, which equaled the consideration paid for the acquisition. Further, the Company’s operating results (post-Merger) include NxOpinion’s operating results prior to the date of closing and the results of the combined entity following the closing of the Merger. Although NxOpinion (now RHS) was considered the acquiring entity for accounting purposes, the Merger was structured so that RHS became a wholly-owned subsidiary of RGHS (formerly ASI).

F-11

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

Subsequent to, but related to, the Merger the Company entered into and became committed to a three-year employment agreement with Dr. Robertson who was appointed Chairman and CEO. 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 a previous fiscal quarter. In addition, Dr. Robertson was granted 100,000 in immediately exercisable “penny” warrants with a nominal exercise price. The Company has agreed to pay Dr. Robertson a grossed-up tax bonus sufficient to pay the resulting tax liability of the warrants (estimated and accrued at $140,000) and agreed to grant him stock options under the 2010 Stock Plan on at least 100,000 shares of common stock.

4. Property and Equipment

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

	September 30,			September 30,
	September 30, 2012			September 30, 2011
	2011			2010
Computer hardware	$	32,121		$	31,546
Computer hardware	$	31,546		$	29,033
Vehicle		22,478			22,478
		54,024			51,511
		54,599			54,024
Accumulated depreciation		(4547,~~537~~452	)		(4745,~~397~~537	)
Property and equipment, net	$	87,~~487~~147		$	48,~~114~~487

54. Real Estate ~~and Installment Sale~~

~~Real~~At ~~Estate~~the time of the Merger, RGHS, through a wholly-owned subsidiary, owned three real estate properties held for investment and valued at $2,245,000. The three properties were recorded at management’s estimated fair value. The properties were held as an investment and evaluated for impairment at each reporting date. In June 2010 management determined that the guidance of ASC 820-10-35-51A-D, Determining Fair Value When The Volume And Level Of Activity For The Asset Or Liability Have Significantly Decreased was applicable and reduced the carrying value of the real estate to $850,000 net of an allowance of $50,000 for the costs to sell in accordance with a reclassification to held for sale. In October 2010 management entered into an agreement, with an entity controlled by a former director, to sell the real estate on an installment basis at a price of $900,000 (all paid by January 2011) and issued 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”) as an inducement. Management recorded in September 2010 an impairment charge to further reduce the carrying value of the real estate to $696,625, which reduced the costs to sell to $25,000 and included $178,375 for the value of the warrants.

~~At the time of the Merger, RGHS, through a wholly~~F-owned subsidiary, owned three real estate properties held for investment and valued at $2,245,000. The three properties were recorded at management’s estimated fair value. The properties were held as an investment and evaluated for impairment at each reporting date.10

In mid-June 2010, management determined and committed to a plan to sell the properties as soon as possible for cash to provide working capital for operations. Management believes its plan met the requirements of ASC 360-10-45-9 to reclassify the real estate as held for sale and valued the real estate on that basis. Given the stagnant nature of the unimproved land market in the Las Vegas area and limited cash buyers, management determined that the guidance of ASC 820-10-35-51A-D, Determining Fair Value When The Volume And Level Of Activity For The Asset Or Liability Have Significantly Decreased, was applicable and that a significant adjustment to historical transactions and historical appraised value on a held for investment basis was necessary to estimate the current fair value on a short-term cash held for sale basis. Management determined at that time that a sale at $900,000 or more would be acceptable and believed that would not be in excess of fair value and initiated an active program to seek cash buyers on this basis. As a result management recorded in June 2010 an impairment charge to reduce the carrying value of the real estate to $850,000 which included an allowance of $50,000 for the costs to sell in accordance with reclassification to held for sale.

In October 2010 management entered into an agreement, with an entity controlled by a former director, to sell the real estate and issue 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 a result, management recorded in September 2010 an impairment charge to further reduce the carrying value of the real estate to $696,625, which reduced the costs to sell to $25,000 and included $178,375 for the value of the warrants. In January 2011 the Company received the final payment on installments totaling $900,000, net of $177,878 of closing costs, commissions and shareholder advances, and issued 150,000 Warrants. The fair value of the Warrants 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. A loss of $2,878, the amount of title and escrow charges on the sale, was recorded in November 2010.

F-12

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~Installment~~5. ~~Sale~~Accounts Payable and Accrued Expenses

As a result of the management and operational changes resulting from the Merger, NxOpinion management negotiated as a term of the Merger transaction that the water rights held by ASI Land be sold to Davric Corporation (a related party at the time of the Merger), or assignee for $300,000. The terms of the sale, as amended by letter agreement dated June 15, 2010, required the payment of $100,000 by June 15, $100,000 by July 15 and the final $100,000 by August 15, 2010, with title to the rights transferring upon completion of the final installment. All payments were timely received by the Company and the installment sale was completed in August 2010.

The Company recorded the transaction as a sale in accordance with ASC 360-20, Real Estate Sales, effective June 15, 2010, and recorded no gain or loss on the sale. No interest was imputed on the deferred installments due to the short nature of the transaction.

6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include the following:

	September 30,		September 30,
	September 30, 2012		September 30, 2011
	2011		2010
Accounts payable
Payable to unrelated parties	$	~~436~~534,~~632~~458	$	66436,~~510~~632
Payable to affiliate RRI for contract services (see Note 16)		511,520		516,144
Payable to affiliate RRI for contract services (see Note 13)		508,009		511,520
Payable to related parties		3033,000		130,~~625~~000
Total accounts payable	$	~~978~~1,~~152~~075,467	$	~~584~~978,~~279~~152
Accrued liabilities
Accrued wages and vacation	$	~~348~~651,~~133~~577	$	~~192~~348,~~206~~133
Accrued bonus payable to CEO (see Note 3)		140,000		140,000
Accrued bonus payable to CEO		140,000		140,000
Other accounts payable		~~183~~64,~~955~~536		22183,~~427~~955
Total accrued liabilities	$	~~672~~856,~~088~~113	$	~~354~~672,~~633~~088

~~The Company’s obligation to RRI was reduced by $900,000 on May 28, 2010 as a result of the Merger related to past compensation for Dr~~6. ~~Robertson.~~Facility ~~Dr.~~Exit ~~Robertson~~Liability ~~received nominal exercise price warrants on 100,000 shares valued at $2.50 per share~~ and ~~is owed a tax bonus estimated at $140,000. The net reduction of $510,000 was recorded as a capital contribution.~~Costs

7Facility exit costs relate to an operating office lease that had been intended for use in real estate lending activities. ~~Facility~~A total of $166,845 was accrued as an exit liability in July 2009 in accordance with ASC 420, Exit ~~Liability~~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 ~~Costs~~a 17% concession for the 10 months ending March 2012 (end of lease term).

~~Facility~~The ~~exit~~following ~~costs~~table ~~relate~~summarizes tofacility ~~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 inactivity 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~~years ~~months~~ended ~~ending~~September ~~December 2009~~30, a2012 ~~25% concession for the twelve months ending December 2010,~~ and ~~a 17% concession for the 10 months ending March 2012.~~2011:

F-13

	Year Ended September 30, 2012			Year Ended September 30, 2011
Accrual balance beginning of period	$	32,329		$	82,154
Accrual correction for cash flow assumptions		-			1,085
Accretion expense		635			4,953
Payment - net		(32,964	)		(55,863	)
Accrual balance end of period	$	-		$	32,329

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.

F-11

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~The~~7. ~~following~~Notes ~~table summarizes facility exit liability activity for the year ended September 30, 2011 and for the period from the Merger (May 28, 2010) to September 30, 2010:~~Payable

				Period from Merger
	Year Ended			(May 28, 2010) to
	September 30, 2011			September 30, 2010
Accrual balance beginning of period	$	82,154		$	66,574
Accrual correction for cash flow assumptions		1,085			29,012
Accretion expense		4,953			1,501
Payment - net		(55,863	)		(14,933	)
Accrual balance end of period	$	32,329		$	82,154

F-14

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

8. Notes Payable

Notes payable consist of the following:

				September 30,				September 30,
			September 30, 2012				September 30, 2011
				2011				2010
Notes payable - related parties
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. These notes are currently in default.	(1)		$	207,500			$	207,500
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 $147,911 and $154,317, respectively. Net of note discount of $0 and $13,148, respectively.	(1	)		$	355,411			$	433,669
Unsecured notes payable to stockholders with interest ranging from 10% to 18% with principal and interest due December 31, 2011. These notes are currently in default.	(2)			30,000				30,000
Unsecured notes payable to stockholders with interest ranging from 10% to 18% with principal and interest due December 31, 2011. Includes accrued interest of $13,611 and $23,228, respectively. Net of note discount of $0 and $2,922 respectively.	(2	)			43,611				85,306
Unsecured notes payable issued at Merger for prior consulting fees owed to two directors. Principal and interest at 5% per annum was due on December 31, 2011. These notes are currently in default.	(3)			243,175				243,175
Unsecured notes payable issued at Merger for prior consulting fees owed to two directors. Principal and interest at 5% per annum is due on December 31, 2011. Includes accrued interest of $16,322 and $4,164, respectively. Net of note discount of $0 and $10,933, respectively.	(3	)			259,497				236,406
Unsecured 11% note payable to a stockholder resulting from non-conversion of convertible note issued in April 2009. This note is currently in default with the default interest rate being 16%.				50,000				50,000
Unsecured 11% note payable to a stockholder 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 $17,445 and $9,445, respectively. (see Note 9)					67,445				59,445
Unsecured 15% note payable to a company owned by the Company's CEO. This note is currently in default with the default interest rate being 18%.				125,000				125,000
Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum is due on December 15, 2011. Includes accrued interest of $1,849.					126,849				-
Unsecured 15% note payable to a company owned by the Company's CEO. This note is currently in default with the default interest rate being 18%.				140,000				-
Total notes payable - related parties (current)				$	852,813			$	814,826
Unsecured note payable to a company owned by the Company's CEO. Principal and interest at 15% per annum is due on November 26, 2013.				50,600				-
Notes payable - other current
Total notes payable - related parties (current)			$	846,275			$	655,675
Unsecured installment note, at 5% compounded monthly, with minimum monthly payments of $20,000 commencing July 2010. The balance is increased by additional invoices billed. This note is currently in default. Includes accrued interest of $10,569 and $0, respectively.	(4	)		$	513,782			$	476,743
Installment debt payable with interest at 11.24% per annum, with monthly installments of $3,026, due March 2012. Includes accrued interest of $0. Secured by gross unearned premiums and loss payments on the insurance policy financed.					17,236				-
Total notes payable - other current				$	531,018			$	476,743
Notes payable - other 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 and $0, respectively.	(5	)			187,495				237,499
Less: Long-term portion of bank term debt					(137,495	)			(187,499	)
Notes payable - other (current portion)				$	50,000			$	50,000

F-1512

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

		September 30, 2012			September 30, 2011
Notes payable - other current
Unsecured installment note, at 5% compounded monthly, with minimum monthly payments of $20,000 commencing July 2010. The balance is increased by additional invoices billed. This note is currently in default.	(4)	$	503,213		$	503,213

Installment debt payable with interest at 11.24% per annum, with monthly installments of $3,026, due March 2012. 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. Secured by gross unearned premiums and loss payments on the insurance policy financed.			18,200			-

Unsecured installment debt payable with interest at 0% per annum, with monthly installments of $2,164, due February 2013.			8,655			-

Total notes payable - other current		$	530,068		$	520,449

Notes payable - other 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.	(5)		137,491			187,495

Less: Long-term portion of bank term debt			(87,491	)		(137,495	)

Notes payable - other (current portion)		$	50,000		$	50,000

Approximate principal repayments of long-term debt are as follows:

09/30/2012	$	50,000
09/30/2013		50,000
09/30/2014		50,000
09/30/2015		37,~~495~~491
Total	$	~~187~~137,~~495~~491

(1) Effective as of the Merger on May 28, 2010, new unsecured notes at the same interest rates were issued for previous secured notes with no stated repayment date. The Company issued warrants exercisable for 17,550 common shares at $2.50 per share until May 28, 2013 as an inducement for the note restructuring. The value of the warrants of $19,169 is a note discount which was amortized to interest expense over the original term of the notes. The Company has entered into Extension Agreements with the holders of the notes. Each lender has agreed to extend the original due date of June 30, 2011 to December 31, 2011 with no change to the interest rate or other terms of the notes.

(2) Effective as of the Merger on May 28, 2010, new unsecured notes at the same interest rates were issued for previous secured notes with no stated repayment date. The Company issued warrants exercisable for 3,900 common shares at $2.50 per share until May 28, 2013 as an inducement for the note restructuring. The value of the warrants of $4,260 is a note discount which was amortized to interest expense over the original term of the notes. The Company has entered into Extension Agreements with the holders of the notes. Each lender has agreed to extend the original due date of June 30, 2011 to December 31, 2011 with no change to the interest rate or other terms of the notes.

(3) The Company issued warrants exercisable for 14,591 common shares at $2.50 per share until May 28, 2013 as an inducement for converting consulting fees for unsecured notes. The value of the warrants of $15,937 is a note discount being amortized over the original term of the notes. The Company has entered into Extension Agreements with the holders of the notes. Each lender has agreed to extend the original due date of June 30, 2011 to December 31, 2011 with no change to the interest rate or other terms of the notes.F-13

(4) New unsecured note issued at Merger effective May 28, 2010, to replace prior secured notes and payables related to legal fees. In November 2011, the Company negotiated revised terms on this loan. The note is due on demand, but not later than June 1, 2012, including interest at 5% per annum. Payments are to be made as excess cash flow permits after covering only ordinary operating expenses. The note is secured by the Company assets.

(5) The Company issued warrants exercisable for 15,000 common shares at $2.50 per share until May 28, 2013 as an inducement to Dr. Robertson for his continuing guarantee of a bank line of credit (due through affiliate RRI) that has been renegotiated as a term loan. The value of the warrants of $16,384 was a note discount expensed to interest at issuance as the note was due immediately until subsequently renegotiated as a five year term note.

In September 2011 the Company entered into Agreements with Company shareholders and directors to convert certain notes payable into shares of the Company’s common stock. A total of $120,000 of notes and accrued interest of $72,464 was converted at $1.00 per share into 192,464 shares of common stock.

In September 2011 the Company entered into Agreements to convert certain stockholder advances to shares of the Company’s common stock. A total of $150,000 of advances and accrued interest of $5,754 was converted at $1.00 per share into 155,754 shares of common stock.

9. Convertible Notes Payable

During 2009 the Company issued $250,000 of notes payable to two members of the Company. The notes accrued interest at 11% per annum, were due in April 2010 and were convertible with accrued interest into shares at $1.00 per share. In April 2010 a total of $200,000 of the notes and interest were noticed for conversion and the balance of $50,000 and related interest was not noticed and is now considered a debt obligation, past due included in notes payable (see Note 8). Prior to the Merger, 3,076 units became available for issuance and were issued in conversion of accrued interest of $3,076. In connection with the Merger the Company issued 214,223 shares of common stock for the conversion of the $200,000 convertible note and interest of $14,223.

F-16

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~During~~(3) ~~the quarter ended March 31, 2010 the Company issued $170,000 of 11% convertible notes payable.~~ The Company ~~also~~ issued warrants exercisable onfor ~~170~~14,~~000~~591 common shares ~~exercisable~~ at $2.50 per share until ~~March~~May 3128, 2013. ~~The~~as ~~fair~~an ~~value~~inducement offor ~~the~~converting ~~warrants~~consulting offees ~~$89,048~~for ~~was~~unsecured ~~recorded~~notes. asThe avalue ~~liability~~of ~~due~~the towarrants ~~insufficient member interest authorized and a beneficial conversion~~ of $8915,~~048~~937 ~~was~~is ~~recorded as~~ a note discount towhich ~~the~~was ~~notes~~ amortized ~~as a non-cash expense~~ over the original term of the notes ~~to June 30, 2010~~. ~~At June 30, 2010 the notes and accrued interest of $5,698 was converted at $1.00 per share into 175,698 shares of common stock.~~

10(4) New unsecured note issued at Merger effective May 28, 2010, to replace prior secured notes and payables related to legal fees. ~~Stockholders’~~In ~~Deficit~~November 2011, the Company negotiated revised terms on this loan. The note is due on demand, but was due not later than June 1, 2012, including interest at 5% per annum. Payments are to be made as excess cash flow permits after covering only ordinary operating expenses. The note is secured by the Company assets.

On(5) ~~February~~The 16Company issued warrants exercisable for 15,000 ~~2010~~common shares at $2.50 per share until May 28, ~~the~~2013 ~~Board~~as an inducement to Dr. Robertson for his continuing guarantee of ~~Directors~~a ~~approved,~~bank ~~and~~line onof ~~February~~credit ~~22,~~(due ~~2010,~~through affiliate RRI) that has been renegotiated as a ~~majority~~term loan. The value of ~~shareholders~~the ~~consented~~warrants toof $16,384 anwas ~~amendment~~a note discount expensed to interest at issuance as the ~~RGHS~~note ~~articles~~was ofdue ~~incorporation~~immediately tountil ~~increase~~subsequently ~~the~~renegotiated ~~authorized~~as ~~shares~~a offive ~~common~~year ~~stock~~term tonote.

~~301,000,000~~In ~~shares,~~September ~~par~~2011 ~~value~~the ~~$0.001~~Company ~~per~~entered ~~share,~~into ~~comprised~~Agreements ofwith ~~300~~certain stockholders and directors to convert $120,000~~,000~~ ~~shares~~ of ~~common~~notes ~~stock~~payable and 1accrued interest of $72,~~000,000~~464 into shares of ~~preferred~~the Company’s common stock at $1.00 ~~The~~per ~~amendment~~share ~~was~~or ~~effective~~an ~~May~~aggregate 18of 192,464 ~~2010~~shares of common stock.

On June 4, 2010 the Company filed a certificate of change with the State of Nevada to effectuate a reverse stock split such that each 15 shares of common stock outstanding prior to the Reverse Split will be converted into one share of common stock and all options, warrants, convertible notes and any other similar instruments convertible into shares of common stock will be proportionally adjusted8. ~~The~~Stockholders’ ~~reverse split was effective on August 6, 2010.~~Deficit

AsThe ~~a result of the above, the~~ Company has 20,000,000 shares of common stock, par value $0.001 authorized and 1,000,000 shares of preferred stock, par value $0.001, authorized. No preferred shares are outstanding. ~~All share and dollar amounts in this report have been adjusted to retroactively reflect the reverse split and the current share structure.~~

The historical consolidated financial statements also 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. Accordingly, the accompanying consolidated ~~balance sheet as of September 30, 2010, and the accompanying consolidated~~ statements of stockholders’ equity for the period from April 11, 2005 (date of inception) to September 30, ~~2011~~2012 have been adjusted to reflect the current capital structure of the Company. In financial statements published prior to the Merger, references to the previous capital structure were to members’ capital rather than stockholders’ equity.

~~The~~9. ~~Company~~Stock ~~recognized~~Options a capital contribution of $510,000 at May 28, 2010 in accordance with ASC 470-50-40-2 related to the cancellation of $900,000 of debt owed to an affiliated entity through common management offset by the value of warrants and aStock ~~tax~~Purchase ~~bonus granted in connection with such warrants all as more fully described in Note 6.~~Warrants

11. Stock Options and Stock Purchase Warrants

Stock Option Plan

In February 2010, the Board and Stockholders of RGHS approved the Stock Incentive Plan of 2010 (the “2010 Incentive Plan”) authorizing the grant of equity-based incentives to employees and consultants including stock options, stock appreciation rights, restricted stock units, restricted stock, stock awards and other awards on the lesser of (a) on a cumulative basis 15% of the aggregate shares of the Company’s common stock issued and outstanding at any grant date (currently limited to the maximum 1,400,000 shares) or (b) 1,400,000 shares. The Incentive Plan terminates in February 2020.

NxOpinion had no option plans prior to the Merger. The Company continued 25,012 legacy options under ASI’s 2000 Plan at the Merger and the 2000 Plan has expired as to new grants.

Stock-Based Compensation

The Company’s employee stock options have various restrictions that reduce option value, including vesting provisions and restrictions on transfer, among others, and may be exercised prior to their contractual maturity.

~~The Company uses the Black~~F-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):14

F-17

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

	Year Ended	Nine Months Ended
	September 30, 2011	September 30, 2010
Expected volatility	73.02%	71.00%
Risk-free interest rate	1.60%	1.14%
Forfeiture rate	0.0% - 5.0%	0.0% - 5.0%
Dividend yield	0.00%	0.00%
Expected life in years	4.48	4.2

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):

Since the Company’s stock is not actively traded and the merger changed the nature of the Company’s business, the Company’s 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 significant 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.

	Year Ended September 30, 2012			Year Ended September 30, 2011
Expected volatility		117.00%			73.02%
Risk-free interest rate		1.00%			1.60%
Forfeiture rate	0.0%	-	5.0%	0.0%	-	5.0%
Dividend yield		0.00%			0.00%
Expected life in years		5			4.48

~~The~~Since the Company’s ~~recorded~~stock ~~$656,353~~is ~~and~~not ~~$308~~actively traded,~~602~~ management estimates its expected volatility by reviewing the historical volatility of the common stock ~~compensation~~of ~~expense~~a ~~for~~group ~~the~~of ~~year~~selected ~~ended~~peer ~~September~~public ~~30,~~companies ~~2011~~that operate in similar industries and ~~the~~are ~~nine~~similar ~~months~~in ~~ended~~terms ~~September 30,~~of ~~2010,~~stage ~~respectively~~of development or size and then projecting this information toward its future expected results. ~~There~~Judgment ~~were~~was noused ~~stock~~in ~~options~~selecting ~~outstanding~~these ~~prior~~companies, toas well as in evaluating the ~~merger~~available onhistorical ~~May~~volatility ~~28,~~for ~~2010~~these peer companies. The ~~weighted~~risk-~~average~~free ~~estimated~~interest ~~fair~~rate ~~value~~is based on rates published by the Federal Reserve Board. The dividend yield of ~~employee~~zero is because the Company has never paid cash dividends and ~~consultant~~has ~~stock~~no ~~options~~present ~~granted~~intention ~~during~~to ~~the~~pay ~~year~~cash ~~ended~~dividends. ~~September~~The ~~30,~~Company ~~2011~~has a small number of option grants and no significant exercise history and accordingly has for all new option grants applied the ~~nine~~simplified ~~months~~method ~~ended~~prescribed ~~September 30~~by SEC Staff Accounting Bulletin 110, ~~2010~~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 $1derived from the Company’s historical employee data and its estimates of the likely future actions of option holders.82 ~~per~~Forfeitures ~~share~~are estimated at the time of the grant and $1revised in subsequent periods if actual forfeitures differ from those estimates or if the Company updates its estimated forfeiture rate.65 ~~per~~Such ~~share,~~amounts ~~respectively~~will be recorded as a cumulative adjustment in the period in which the estimate is changed.

AsThe Company recorded $184,539 and $656,353 of stock compensation expense for the years ended September 30, 2012 and 2011, ~~total~~respectively. The weighted-average estimated ~~compensation~~fair ~~cost~~value of ~~options~~employee ~~granted~~and ~~but~~consultant ~~not~~stock ~~yet~~options ~~vested~~granted ~~was~~during ~~approximately~~the ~~$292,894~~year ~~and~~ended isSeptember ~~expected~~30, to2012 beand ~~recognized~~2011 ~~over~~was ~~the~~$1.22 ~~weighted~~per ~~average~~share ~~period~~and of $1.182 ~~years~~per share, respectively.

As of September 30, 2012 total estimated compensation cost of options granted but not yet vested was approximately $44,653 and is expected to be recognized over the weighted average period of 0.6 years.

Stock Option Summary Information

The following table summarizes stock option activity for the ~~year~~years ended September 30, ~~2011~~2012 and ~~the nine months ended September 30, 2010~~2011:

F-18

	September 30, 2012									September 30, 2011
	Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value (3)		Weighted- Average Life (Years)		Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value (2)		Weighted- Average Life (Years)
Outstanding beginning of period		774,576		$	3.33						590,078		$	3.22
Granted		5,000		$	1.50						190,000		$	3.62
Exercised		-									(600	)	$	3.00
Cancelled		(9,803	)	$	6.75						(4,902	)	$	5.45
Outstanding end of period (1)		769,773		$	3.21		-		3.0		774,576		$	3.33		-		4.0
Options exercisable at end of period		738,573		$	3.21		-		3.0		516,616		$	3.14		-		3.9

(1)

Options outstanding are exercisable at prices ranging from $1.50 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 September 30, 2011 of $2.20.

(3)

Aggregate intrinsic value is based on the closing price of the Company’s common stock on September 30, 2012 of $0.51.

F-15

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

	September 30, 2011								September 30, 2010
				Weighted-		Aggregate		Weighted-				Weighted-		Aggregate		Weighted-
				Average		Intrinsic		Average				Average		Intrinsic		Average
				Exercise		Value		Life				Exercise		Value		Life
	Shares			Price		(3)		(Years)	Shares			Price		(2)		(Years)
Outstanding beginning of period		590,078		$	3.22					-
Assumed May 28, 2010 from Merger		-								25,012		$	5.41
Granted		190,000		$	3.62					566,400		$	3.13
Exercised		(600	)	$	3.00					-
Cancelled		(4,902	)	$	5.45					(1,334	)	$	5.25
Outstanding end of period (1)		774,576		$	3.33		-	4.0		590,078		$	3.22		153,960	4.8
Options exercisable at end of period		516,616		$	3.14		-	3.9		216,958		$	3.44		40,072	4.6

The following table summarizes information about stock options outstanding at September 30, 2012:

(1) Options outstanding are exercisable at prices ranging from $2.20 to $6.75 and expire over the period 2011 to 2016.

Range of exercise prices $	Number outstanding at September 30, 2012 #		Number exercisable at September 30, 2012 #		Weighted average exercise price $		Weighted average remaining contractual life Years		Weighted average exercise price of options exercisable at September 30, 2012 $
$1.50 - $3.00		395,401		395,401		2.78		3.0		2.78
$3.30 - $3.40		278,500		278,500		3.34		2.9		3.34
$3.75 - $6.75		100,672		64,672		5.23		3.3		5.25

(2) Aggregate intrinsic value is based on the closing price of the Company’s common stock on September 30, 2010 of $3.40.

(3) Aggregate intrinsic value is based on the closing price of the Company’s common stock on September 30, 2011 of $2.20.

The following table summarizes information about stock options outstanding at September 30, 2011:

Range of exercise prices	Number outstanding at September 30, 2011		Number exercisable at September 30, 2011		Weighted average exercise price		Weighted average remaining contractual life		Weighted average exercise price of options exercisable at September 30, 2011
$	#		#		$		Years		$
$2.20 - $3.00		390,401		275,841		2.80		4.0		2.71
$3.30 - $3.40		278,500		207,100		3.34		3.9		3.33
$3.75 - $6.75		105,675		33,675		5.30		4.1		5.52

Warrants

InThe ~~connection~~following ~~with~~table ~~the~~summarizes ~~sale~~warrant ofactivity ~~certain membership interests~~ for ~~cash at $1.00 per unit during 2009,~~ the ~~Company~~years ~~granted~~ended ~~the~~September ~~investors the right to purchase an additional unit at $1.00 per unit through December 31~~30, ~~2014.~~2011 ~~A total of 416,000 warrants were issued during the year~~ and subsequently in January 2010 the Company granted an additional 125,000 warrants for a total of 541,000 warrants. Until the Merger, the Company did not have sufficient equity interests authorized for exercise of the warrants.2012:

The Company determined in accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, that insufficient member interests available for exercise of the warrants prevented the instruments from being indexed to the Company’s equity requiring liability treatment. The fair value of the warrants granted was determined using the Black-Scholes valuation model using the price of recent private sales of member’s equity, a calculated volatility rate of 65% based on the historical volatility of comparable companies from a representative industry peer group, risk free interest rates ranging from 1.99% to 2.73%, and a contractual life equal to the remaining term of the warrants expiring December 31, 2014.

	Number			Average Exercise Price Per Share
Shares purchasable under outstanding warrants at October 1, 2010		862,041		$	1.00
Stock purchase warrants granted in connection with land sale		150,000		$	2.50
Stock purchase warrants granted with equity sales		75,000		$	1.00
Stock purchase warrants exercised		(75,000	)	$	1.00
Shares purchasable under outstanding warrants at September 30, 2011		1,012,041		$	1.45
Shares purchasable under outstanding warrants at September 30, 2012		1,012,041		$	1.45

~~F-19~~At September 30, 2012 the Company had the following warrants outstanding:

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

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

(a development stage company)

Notes to Consolidated Financial Statements

The warrant fair value was adjusted each reporting period based on current assumptions, with the change in value recognized in earnings and reported as other income (expense). The warrant fair value of the 541,000 warrants and the 170,000 convertible note warrants (Note 9) at May 28, 2010 was $379,922 and was reclassified to equity at that date. The Company recorded a gain on revaluation of $12,658 during the nine months ended September 30, 2010.

The same Black-Scholes valuation methodology as described above, adjusted for the term of the respective warrants, was used to value the warrants issued with convertible notes (Note 9) and warrants granted in connection with debt restructuring (Notes 3 and 8).

The following table summarizes warrant activity for the nine months ended September 30, 2010 and the year ended September 30, 2011:

				Average
				Exercise Price
	Number			Per Share
Shares purchasable under outstanding warrants at January 1, 2010		416,000		$	1.00
Stock purchase warrants granted with equity sales		125,000		$	1.00
Stock purchase warrants granted with convertible notes		170,000		$	2.50
Stock purchase warrants granted in connection with debt restructuring		51,041		$	2.50
Stock purchase warrants granted for prior services		100,000		$	0.01
Shares purchasable under outstanding warrants at September 30, 2010		862,041		$	1.27
Stock purchase warrants granted in connection with land sale		150,000		$	2.50
Stock purchase warrants granted with equity sales		75,000		$	1.00
Stock purchase warrants exercised		(75,000	)	$	1.00
Shares purchasable under outstanding warrants at September 30, 2011		1,012,041		$	1.45

At September 30, 2011 the Company had the following warrants outstanding:

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

(1)

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

(2)

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

1210. Simple IRA

Beginning in July 2010, the Company sponsors a Simple IRA plan that is available to all employees who receive at least $5,000 in compensation. The plan permits salary deferrals to be made by the employees and an employer matching contribution up to 3% of compensation. The Company’s matching contribution charged to expense for the ~~year~~years ended September 30, ~~2011~~2012 and ~~the~~2011 ~~nine months ending September 30, 2010~~ was $233,~~249~~867 and $423,~~194~~249, respectively.

~~Prior to July 2010, personnel were employed by Robertson Research Institute (RRI) (see Note~~ F-16) and participated in the Robertson Research Institute Simple IRA plan. These costs were included in personnel costs charged by RRI and are included in the appropriate functional line items in the Company’s consolidated statement of operations.

F-20

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

1311. Operating Lease

OnThe ~~July 1, 2010, the~~ Company ~~entered~~previously ~~into~~had aan ~~two year~~ operating lease for office space at 4215 Fashion Square Blvd., Suite 3, Saginaw, Michigan. The base monthly rent payments are approximately $5,562. In addition to the base rent payment, a monthly allocation for taxes, insurance, maintenance, utilities, and services is payable to the lessor, currently $1,600 per month, for a total rent payment of $7,162. The lease is renewable by the Company ~~for~~exited ~~an additional two year period under~~ the ~~same~~space ~~terms~~in ~~and~~March ~~conditions~~2012. Rent expense during the ~~year~~years ended September 30, ~~2011~~2012 and ~~the~~2011 ~~nine months ended September 30, 2010~~ was $8542,~~950~~975 and $6485,~~463~~950, respectively. ~~Approximate future commitments under this agreement are as follows:~~

~~09/30/2012~~12. $Income ~~64,458~~Taxes

The ~~carrying~~Company ~~amounts~~has incurred losses for each of ~~cash~~the ~~and~~periods ~~equivalents~~since its inception. The tax attributes of the legal acquirer (RGHS) prior to the merger included approximately $2,950,000 ~~receivables~~of ~~and~~net ~~accounts~~operating ~~payable~~losses ~~approximate~~whose ~~fair~~benefits ~~values~~will be substantially limited due to the ~~short-term~~change ~~maturities~~in ownership. Those prior Merger losses and losses of ~~these~~the ~~instruments~~Company after the Merger since being taxable as a corporation have 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.

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 financial assets or liabilities measured at fair value on a recurring basis at September 30, 2011 or 2010.

As described in Note 11, the Company had warrants issued in 2009 and 2010 for which there were not sufficient equity interest available for exercise. In accordance with ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, the Company classified the fair value of each warrant at issuance as a liability. The Company used Level 3 inputs for its valuation methodology and the fair value was determined by using the Black-Scholes option pricing model based on various assumptions including significant unobservable inputs developed by management regarding peer company volatility and unit price.

The following table reconciles the warrant derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2010:

Balance at January 1, 2010	$	234,035
Issuance of new warrant derivatives from sale of member units		69,497
Issuance of new warrant derivatives in connection with convertible notes		89,048
Adjustment to fair value included in other income		(12,658	)
Reclassification of warrant liability to equity		(379,922	)
Balance at September 30, 2010	$	-

The Company had no warrant derivative activity during the year ended September 30, 2011.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company had no financial assets or liabilities measured at fair value on a nonrecurring basis at September 30, 2011. Assets measured at fair value on a nonrecurring basis as of September 30, 2010 are included in the table below:

F-21

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

			Fair Value Measurements Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs		Total Gains
	Total		Level 1		Level 2		Level 3		(Losses)
September 30, 2010:
Assets:
Real estate held for sale	$	696,625	$	-	$	-	$	696,625	$	(1,548,375	)
Liabilities:
None	$	-	$	-	$	-	$	-	$	-

The Company measured the foregoing assets at estimated fair value on a nonrecurring basis from time to time only when deemed to be impaired in accordance with U.S. generally accepted accounting principles. Likewise the Company periodically evaluates the facts and assumptions used to estimate the fair value of its facility exit liability (Note 7).

Real estate owned consisted of three parcels of undeveloped land (Note 5) obtained through deeds in lieu of foreclosure by RGHS in December 2009. Each parcel was recorded at management’s estimated fair value based on Level 3 unobservable inputs including current and prior appraisals, comparable local sales data, and where applicable adjustments to reflect the highest and best use of each parcel. Highest and best use adjustments reflected zoning changes or parcel subdivisions that were possible and probable, legally permissible and financially feasible at the measurement date computed using comparable sales data and consultation with appraisal and development professionals. Subsequently in June 2010 the parcels were reclassified as held for sale and impairment recorded as described in Note 5.

15. Income Taxes

Prior to the Merger, the Company was organized as a limited liability company, was accounted for like a partnership for federal and state income tax purposes and generally did not incur income taxes. Instead, the Company’s earnings and losses were included in the income tax returns of its members. Therefore, no provision or liability for federal income taxes has been included in the financial statements for the operations prior to the Merger.

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 (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.

Differences between the income tax provision (benefit) computed at the statutory federal income tax rate and per the consolidated statements of operations are summarized as follows:

	Twelve Months			Nine Months
	Year Ended September 30, 2012			Year Ended September 30, 2011
	Ended			Ended
Income taxes (benefit) computed at federal statutory rate	$	(404,000	)	$	(955,000	)
	September 30,			September 30,
Permanent book-tax differences		52,000			64,000
	2011			2010
Deferred income tax valuation allowance		352,000			891,000
Income taxes (benefit) computed at federal statutory rate	$	(955,000	)	$	(1,216,000	)
NxOpinion LLC results not subject to corporate income taxes		-			342,000
Corporate losses prior to Merger		-			(121,000	)
Permanent book-tax differences		64,000			228,000
Deferred income tax valuation allowance		891,000			767,000
Income tax provision	$	-		$	-

F-22

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

Deferred federal income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows:

	September 30,
	2011			2010
	2012			2011
Deferred tax assets
Net operating loss carryforwards	$	23,~~669~~008,000		$	12,~~408~~664,000
Impairment and bad debt reserves		-			526,000
Stock-based compensation		364,000			345,000
Stock-based compensation		345,000			169,000
Accruals and other		47,000			58,000
Accruals and other		58,000			77,000
		3,419,000			3,067,000
		3,072,000			2,180,000
Deferred tax liabilities
Depreciation and amortization		(1,000	)		-(1,000	)
		3,071,000			2,180,000
		3,418,000			3,066,000
Valuation allowances for deferred tax assets		(3,~~071~~418,000	)		(23,~~180~~066,000	)
Net deferred taxes	$	-		$	-

As of September 30, ~~2011~~2012, the Company had federal net operating loss (“NOL”) carryforwards of approximately $78,~~838~~848,000. These losses will expire in years 2025 through ~~2031~~2032 and the use of any such NOLs may be subject to substantial annual limitation under Section 382 of the Internal Revenue Code and similar state provisions, due to changes in ownership of the Company that have occurred previously and may occur in the future.

The Company continues to maintain a valuation allowance against the value of all deferred tax assets at September 30, ~~2011~~2012 due to the uncertainty of realizing these assets in the future. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

In June 2006, the FASB issued guidance in regard to the recognition of tax benefits for positions claimed or to be claimed in tax returns. Management has evaluated the tax positions claimed and expected to be claimed in its tax returns and has concluded that all positions are more likely than not to be sustained upon examination by applicable taxing authorities. Management has also concluded that no liability for uncertain tax positions should be recorded as of September 30, 2011. The Company is subject to U.S. federal tax examinations for tax years through 2011, subject to the statute of limitations. The Company has no income tax examinations in process.F-17

Pro forma tax and net loss per share amounts in accordance with Article 11 of Regulation S-X are not presented on the statement of operations as there was no pro forma difference since there was no tax provision for the periods covered by this report.

16. 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 are billed to the Company by RRI on a flow-through basis and at cost with certain personnel costs allocated based on percentage of time spent on Company efforts. During the year ended September 30, 2010 substantially all of the services of RRI personnel were charged to the Company by RRI, including the services of the Company’s 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.

F-23

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~During~~In June 2006, the ~~twelve~~FASB ~~months~~issued ~~ended~~guidance ~~September~~in ~~30,~~regard ~~2011~~to the recognition of tax benefits for positions claimed or to be claimed in tax returns. Management has evaluated the tax positions claimed and ~~2010~~expected ~~(unaudited)~~to be claimed in its tax returns and has concluded that all positions are more likely than not to be sustained upon examination by applicable taxing authorities. Management has also concluded that no liability for ~~the~~uncertain ~~nine~~tax ~~months~~positions ~~ended~~should be recorded as of September 30, ~~2010~~2012. ~~the~~The Company ~~incurred~~is ~~costs~~subject ~~billed~~to byU.S. ~~RRI~~federal ~~detailed~~tax asexaminations ~~follows:~~for tax years through 2012, subject to the statute of limitations. The Company has no income tax examinations in process.

					Nine Months
	Twelve Months Ended				Ended
	September 30,				September 30,
	2011		2010		2010
			(Unaudited)
Personnel and benefits	$	77	$	908,751	$	603,666
Professional fees		5,355		185,448		185,195
Occupancy		7,826		106,220		61,948
Travel and entertainment		77,399		51,131		36,016
Marketing		874		6,309		5,961
Insurance		-		54,364		49,025
Interest		7,800		18,014		11,585
Computer and software		5,105		10,159		2,635
Consulting and contract services		-		12,733		9,608
Other		24,956		31,645		26,429
	$	129,392	$	1,384,774	$	992,068

13. Related Party Transactions

~~These~~Since ~~amounts~~its ~~are~~formation, ~~included~~the inCompany has contracted with Robertson Research Institute (“RRI”), a nonprofit entity organized under Section 501(c)3 of the ~~appropriate~~Internal ~~functional~~Revenue ~~line~~Code, ~~items~~for insoftware and content development and corporate operational services including personnel, occupancy and other vendor costs. After the Merger, the Company’s ~~statement~~transitioned ofthese ~~operations~~services back to the Company. ~~Amounts~~These ~~payable~~services are billed to the Company by RRI ~~for~~on ~~such~~a ~~services~~flow-through basis and at ~~September~~cost ~~30,~~with ~~2011~~certain ~~and~~personnel ~~2010~~costs allocated based on percentage of time spent on Company efforts. Certain expenses continue to be paid by RRI and are ~~listed~~charged into ~~Note~~the 6Company at cost as incurred.

~~After~~During the ~~merger,~~years 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 year ended September 30, ~~2011~~2012 and 2011 the ~~nine~~Company ~~months~~incurred ~~ended~~costs ~~September~~billed ~~30,~~by ~~2010~~RRI ~~was~~detailed ~~$39,241~~as ~~and $3,842, respectively.~~follows:

See additional related party information in Notes 3, 5, 8, 9, and 11.

	Year Ended September 30,
	2012		2011

Computer and software	$	588	$	5,105
Dues and subscriptions		5,550		-
Insurance		-		-
Interest		11,269		7,800
Marketing		-		874
Occupancy		-		7,826
Personnel and benefits		-		77
Professional fees		2,719		5,355
Repairs and maintenance		1,740		-
Supplies		1,473		-
Telephone and communications		9,009		-
Travel and entertainment		12,595		77,399
Other		10,288		24,956
	$	55,231	$	129,392

17These amounts are included in the appropriate functional line items in the Company’s statement of operations. ~~Commitments~~Amounts payable to RRI for such services at September 30, 2012 and ~~Contingencies~~2011 are listed in Note 5.

~~Going~~After ~~Concern~~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 years ended September 30, 2012 and 2011 was $48,829 and $39,241, respectively. Amounts receivable from RW at September 30, 2012 and 2011 were $92,061 and $47,031, respectively.

~~The~~See ~~Company incurred significant losses during the last two fiscal periods and as a result it has limited funds and liquidity with which to operate. The Company’s operating plans will require~~ additional ~~funds.~~related ~~Additional~~party ~~funds~~information ~~may be obtained~~ in ~~the~~Notes ~~form of debt or equity financings. During the balance of fiscal 2012~~4, ~~the Company may elect to incur additional costs to develop its business. The Company may also seek or pursue other business opportunities. However~~5, 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 principles7, ~~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 statements9.

~~Employment Agreement~~F-18

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.

F-24

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION AND SUBSIDIARIES

(a development stage company)

Notes to Consolidated Financial Statements

~~Facility~~14. ~~Leases~~Commitments and Contingencies

AsEmployment a result of the Merger, the Company is committed pursuant to an operating lease on 3,747 square feet of office space in Las Vegas, Nevada providing for current monthly payments of $7,494 through lease termination in March 2012. In August 2011 the Company sublet the space on a month-to-month basis for up to the term of the main lease at a rate of $2,000 per month. Assuming the sublease does not extend beyond December 2011 the total future commitment pursuant to this lease is $38,964.Agreement

FIn 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 September 30, 2012 a total of $170,769 was accrued and unpaid pursuant to this agreement.

15. Subsequent Events

Subsequent to year end, the Company has issued 300,000 shares of common stock at $0.50 per share for cash of $150,000.

Subsequent to year end, the Company has granted 640,100 stock options under the 2010 Incentive Plan to employees, officers, directors, and consultants.

The company evaluated subsequent events through the date the financial statements were issued.

F-19

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Original Letter Agreement dated October 13, 2010 (incorporated by reference from Exhibit 10.1 to the Company’s 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	~~Sublease~~Product ~~dated~~Distribution asAgreement ofbetween ~~October~~Robertson 11Technologies Licensing, ~~2007~~LLC ~~between~~and ~~ASI~~Montana ~~Capital~~Healthcare ~~Corporation~~Solutions ~~and~~PTY ~~Joseph~~Ltd L.effective ~~Lamarca~~December ~~and~~6, ~~Jerry~~2010 ~~E. Polis~~ (previously filed as Exhibit 9910.1 to our Current Report on Form 8-K filed on ~~November~~December 910, ~~2007~~2010 and incorporated herein by reference).
10.2	~~Letter~~Sanlam Health Addendum to Product Distribution Agreement ~~dated~~between ~~October~~Robertson 13Technologies Licensing, ~~2010~~LLC ~~regarding~~and ~~sale~~Montana ofHealthcare ~~parcels~~Solutions ~~and~~PTY ~~exhibit~~Ltd ~~thereto~~effective December 6, 2010 (previously filed as Exhibit 10.12 to our Current Report on Form 8-K filed on ~~October~~December 1910, 2010 and incorporated herein by reference).
10.3	Letter Agreement dated ~~October~~April 2018, ~~2010~~2011 ~~confirming~~regarding ~~amendment~~the toextending ~~Original~~and ~~Letter~~amending ~~Agreement~~of ~~dated~~the ~~October~~Standard 13Sublease entered into on April 12, 2010 (previously filed as Exhibit 210.2 to our Current Report on Form 8-K filed on ~~October~~April 2620, ~~2010~~2011 and incorporated herein by reference).
10.4	~~Product~~Form ~~Distribution~~of ~~Agreement~~Promissory ~~between~~Note ~~Robertson~~Extension ~~Technologies~~Agreements ~~Licensing~~due September 30, ~~LLC~~2011 ~~and~~with ~~Montana~~interest ~~Healthcare~~rates ~~Solutions~~of ~~PTY~~10% ~~Ltd~~to ~~effective~~18% ~~December~~between 6the Company and five creditors dated June 30, ~~2010~~2011 for an aggregate principal amount of $357,500 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on ~~December~~July 107, ~~2010~~2011 and incorporated herein by reference).
10.5	~~Sanlam~~Form ~~Health~~of ~~Addendum~~Promissory toNote ~~Product~~Extension ~~Distribution~~Agreements ~~Agreement~~due ~~between~~September ~~Robertson~~30, ~~Technologies~~2011 ~~Licensing,~~with ~~LLC~~an ~~and~~interest ~~Montana~~rate ~~Healthcare~~of ~~Solutions~~5% ~~PTY~~between ~~Ltd~~the ~~effective~~Company ~~December~~and 6two director consultants dated June 30, ~~2010~~2011 for an aggregate principal amount of $243,175 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on ~~December~~July 107, ~~2010~~2011 and incorporated herein by reference).
10.6	~~Letter~~Standard ~~Agreement~~Sublease ~~dated~~executed ~~April~~August 181, 2011, ~~regarding the extending~~ and ~~amending~~dated offor ~~the~~reference ~~Standard~~purposes ~~Sublease~~only ~~entered~~July ~~into on April 12~~28, ~~2010~~2011 (previously filed as Exhibit 10.21 to our Current Report on Form 8-K filed on ~~April~~August 204, 2011 and incorporated herein by reference).
10.7	~~Form of~~ Promissory Note ~~Extension~~delivered ~~Agreements~~to ~~due~~Vanahab ~~September~~Health 30Diagnostics, ~~2011~~LLC ~~with interest rates of 10% to 18% between the Company and five creditors~~ dated ~~June~~August 3015, 2011 ~~for an aggregate principal amount of $357,500~~ (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on ~~July~~August 719, 2011 and incorporated herein by reference).
10.8	~~Form~~Software ofLicense ~~Promissory~~Agreement ~~Note~~between ~~Extension~~Robertson ~~Agreements~~Technologies ~~due September 30~~Licensing, ~~2011~~LLC ~~with an interest rate of 5% between the Company~~ and ~~two~~Sanlam ~~director~~Health ~~consultants~~effective ~~dated~~September ~~June 30~~12, 2011 ~~for an aggregate principal amount of $243,175~~ (previously filed as Exhibit 10.21 to our Current Report on Form 8-K filed on ~~July~~September 714, 2011 and incorporated herein by reference).
10.9	Promissory Note delivered to Vanahab Health Diagnostics, LLC dated September 9, 2011 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 14, 2011 and incorporated herein by reference).
10.10	Software License Agreement between Robertson Technologies Licensing, LLC and Telemedicine Africa (Pty) Ltd effective September 29, 2011 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).
10.11	Form of Promissory Note Extension Agreements due December 31, 2011 with interest rates of 10% to 18% between the Company and three creditors dated September 29, 2011 for an aggregate principal amount of $237,500 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).
10.12	Form of Promissory Note Extension Agreements due December 31, 2011 with an interest rate of 5% between the Company and two director consultants dated September 29, 2011 for an aggregate principal amount of $243,175 (previously filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).

10.9	Standard Sublease executed August 1, 2011, and dated for reference purposes only July 28, 2011 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 4, 2011 and incorporated herein by reference).
10.10	Promissory Note delivered to Vanahab Health Diagnostics, LLC dated August 15, 2011 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 19, 2011 and incorporated herein by reference).
10.11	Software License Agreement between Robertson Technologies Licensing, LLC and Sanlam Health effective September 12, 2011 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 14, 2011 and incorporated herein by reference).
10.12	Promissory Note delivered to Vanahab Health Diagnostics, LLC dated September 9, 2011 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 14, 2011 and incorporated herein by reference).
10.13	Software License Agreement between Robertson Technologies Licensing, LLC and Telemedicine Africa (Pty) Ltd effective September 29, 2011 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).
10.14	Form of Promissory Note Extension Agreements due December 31, 2011 with interest rates of 10% to 18% between the Company and three creditors dated September 29, 2011 for an aggregate principal amount of $237,500 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).
10.15	Form of Promissory Note Extension Agreements due December 31, 2011 with an interest rate of 5% between the Company and two director consultants dated September 29, 2011 for an aggregate principal amount of $243,175 (previously filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 3, 2011 and incorporated herein by reference).
21.1	Subsidiaries (previously filed as Exhibit 21.1 to our Quarterly Report on Form 10-Q filed on August 16, 2010 and incorporated herein by reference).
23.1*	Consent of Silberstein Ungar, PLLC.
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.

10.13	Promissory Note delivered to Vanahab Health Diagnostics, LLC dated January 26, 2012 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2012 and incorporated herein by reference).

10.14	Promissory Note delivered to Beltway One Development Group LLC dated March 27, 2012 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 29, 2012 and incorporated herein by reference).

10.15	Lease TerminationAgreement between ASI Capital Corporation, Robertson Global Health Solutions Corporation and Beltway One Development Group LLC dated March 26, 2012 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 29, 2012 and incorporated herein by reference).

10.16	Agreement between Robertson Technologies Licensing, LLC, Robertson Wellness, LLC and the Foundation for Professional Development Pty Ltd effective July 19, 2012 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 24, 2012 and incorporated herein by reference).

21.1	Subsidiaries (previously filed as Exhibit 21.1 to our Quarterly Report on Form 10-Q filed on August 16, 2010 and incorporated herein by reference).

23.1*	Consent of Silberstein Ungar, PLLC.

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 Section 13 or 15(d) 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 By: /s/ Joel C. Robertson Chairman, President and Chief Executive Officer

	Robertson Global Health Solutions Corporation


	By:	/s/ Joel C. Robertson
		Chairman, President and Chief Executive Officer

Date: January 15, 2013

Date: December 29, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	~~Position~~	Position	~~Date~~	Date
/s/ Joel C. Robertson		Chairman, President and	~~December 29, 2011~~	January 15, 2013
Joel C. Robertson		Chief Executive Officer
		(Principal Executive Officer)
/s/ Melissa A. Seeger		Chief Financial Officer,	~~December 29, 2011~~	January 15, 2013
Melissa A. Seeger		Treasurer and Secretary
		(Principal Financial and Accounting Officer)
/s/ Gerald L. Ehrens		Director	~~December 29, 2011~~	January 15, 2013
Gerald L. Ehrens
/s/ Peter J. Perkinson		Director	~~December 29, 2011~~	January 15, 2013
Peter J. Perkinson

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