8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2010

ASI TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	0-6428	88-0105586
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

New Address: 4215 Fashion Square Blvd. Suite 3 Saginaw, Michigan Former Address: 980 American Pacific Drive, Suite #111 Henderson, Nevada	48603 89014
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (989) 799-8720

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K/A (“Amendment No. 2”) amends and restates Items 4.01 and 9.01 of the Current Report on Form 8-K/A filed by ASI Technology Corporation (the “Company”) with the Securities and Exchange Commission (“SEC”) on June 10, 2010 (“Amendment No. 1”) and the Current Report on Form 8-K filed by the Company with the Commission on June 4, 2010.

This Amendment No. 2: a) amends and restates Item 4.01 in response to comments received from the Commission via telephone on Friday, June 11, 2010, and includes an updated Exhibit 16.01 (Letter regarding change in Certifying Accountant) as an exhibit in Item 9.01; and b) provides the pro forma financial information required by Item 9.01(b). Except as noted above, this Amendment does not alter or update the disclosures made in the Original Filing. This Current Report on Form 8-K/A should be read in conjunction with the Original Filing.

Item 4.01 Changes in Certifying Accountant

Weinlander Fitzhugh, Certified Public Accountants (“Weinlander Fitzhugh”), audited NxOpinion’s financial statements for its fiscal years ended December 31, 2009 and 2008. Piercy Bowler Taylor & Kern, Certified Public Accountants (“PBTK”), served as the Company’s independent registered public accountants for its fiscal years ended September 30, 2009 and 2008.

On June 3, 2010, the Company’s Board of Directors determined that the Company should continue to retain PBTK as its independent registered public accountant following the Acquisition. This action effectively dismissed Weinlander Fitzhugh as the independent auditor of NxOpinion.

On May, 10, 2010, Weinlander Fitzhugh rendered a year-to-year comparative audit report on the consolidated financial statements of NxOpinion for the years ended December 31, 2009 and 2008 (the “2009 Report”). The 2009 Report did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to audit scope or the application of accounting principles. However, the 2009 Report did raise substantial doubt as to the ability of NxOpinion to continue as a going concern. On March 24, 2009, Weinlander Fitzhugh rendered a single-year audit report covering the financial statements of NxOpinion for the year ended December 31, 2008 (the “2008 Report”). The 2008 Report did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or the application of accounting principles.

For the years ended December 31, 2009 and 2008, and the subsequent interim period between January 1, 2010 and June 3, 2010, the dismissal date of Weinlander Fitzhugh, there were no disagreements between NxOpinion and Weinlander Fitzhugh on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Weinlander Fitzhugh’s satisfaction, would have caused it to make reference to the subject matter of any disagreement in connection with its reports.

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The Company provided Weinlander Fitzhugh with a copy of the foregoing disclosures and requested that Weinlander Fitzhugh furnish the Company with a letter addressed to the Securities and Exchange Commission noting its agreement with the statements provided above. Attached as Exhibit 16.01 is a copy of such letter.

For the years ended December 31, 2009, and prior, neither NxOpinion nor anyone acting on NxOpinion’s behalf consulted PBTK with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on NxOpinion’s consolidated financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial statements required by this Item 9.01(a) were included as an Exhibit to the Original Filing.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item 9.01(b) is attached hereto as Exhibit 99.04.

(c) Not applicable

(d) The following exhibits are included with this Current Report on Form 8-K/A. Exhibits marked with an asterisk (*) are incorporated by reference from the Original Filing.

Exhibit 2.01	Agreement and Plan of Recapitalization, dated May 28, 2010*
Exhibit 3.01	Amended and Restated Bylaws*
Exhibit 3.02	Marked Copy of Amended and Restated Bylaws Showing Changes to Previous Bylaws*
Exhibit 16.01	Letter regarding change in Certifying Accountant
Exhibit 99.01	Press Release dated June 1, 2010*
Exhibit 99.02	NxOpinion, LLC consolidated financial statements for the fiscal years ended December 31, 2009 and 2008*
Exhibit 99.03	NxOpinion LLC unaudited interim consolidated financial statements for the three months ended March 31, 2010 and 2009*
Exhibit 99.04	Pro Forma Financial Information

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SIGNATURES

In accordance with 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.

	ASI TECHNOLOGY CORPORATION
Dated: June 16, 2010	By:	/s/ Joel C. Robertson
		Name:	Joel C. Robertson
		Title:	President

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EX-16.01

Exhibit 16.01

ROBERT E. LIST, CPA
STEWART J. REID, CPA
MICHAEL L. HANISKO, CPA
DAVID D. QUIMBY, CPA
KATHLYN M. ENGELHARDT, CPA
RENAE M. CLEVENGER, CPA
AMY L. RODRIGUEZ, CPA
SCOTT A. NIETZKE, CPA

WALTER G. WEINLANDER, CPA
ROY A. SCHAIRER, CPA
JAMES L. WHALEY, CPA
JEROME L. YANTZ, CPA
PHILIP T. SOUTHGATE, CPA
ROBERT J. DUYCK, CPA

1600 CENTER AVENUE
POST OFFICE BOX 775
BAY CITY, MI 48707-0775
989-893-5577
800-624-2400
FAX 989-895-5842
www.wf-cpas.com
wf@wf-cpas.com

OFFICES: BAY CITY, CLARE
GLADWIN AND WEST BRANCH

CERTIFIED PUBLIC ACCOUNTANTS
& CONSULTANTS

June 16, 2010

Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549

Re: NxOpinion, LLC

We were previously the independent accounting firm for NxOpinion, LLC, a Nevada limited liability company (“NxOpinion”). On March 10, 2010, we rendered a year-to-year comparative audit report on the consolidated financial statements of NxOpinion for the years ended December 31, 2009 and 2008. On March 24, 2009, we rendered a single-year audit report covering the financial statements of NxOpinion for the year ended December 31, 2008. On June 3, 2010, our appointment as principal accountant was terminated due to the acquisition of NxOpinion by ASI Technology Corporation. We have read NxOpinion’s statements included under Item 4.01 of its Form 8-K/A Amendment No. 2 dated June 16, 2010 and we agree with the statements concerning our Firm.

Very truly yours,

Weinlander Fitzhugh
Certified Public Accountants and Consultants

EX-99.04

Exhibit 99.04

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On May 28, 2010, 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 “Acquisition”) pursuant to the terms of an Agreement and Plan of Recapitalization dated May 28, 2010 (the “Recapitalization Agreement”). As a result of the Acquisition, the business of NxOpinion is now owned by Robertson Health Services, Inc. (“RHS”), a wholly-owned subsidiary of ASI. ASI is in the process of changing its name to “Robertson Global Health Solutions Corporation.” As such, the post-merger company is referred to herein as “Robertson Global Health Solutions Corporation,” “Robertson” or the “Company”.

Former NxOpinion security holders own, after the Acquisition, approximately 90% of the combined Company. Further, all members of the executive management of the combined Company will be from NxOpinion. Therefore, NxOpinion is deemed to be the acquiring company for accounting purposes and the following unaudited pro forma combined financial statements have been prepared to give effect to the proposed Recapitalization Agreement of NxOpinion and ASI as a reverse acquisition of assets and a recapitalization in accordance with accounting principles generally accepted in the United States. The financial statements of the combined entity after the Acquisition will reflect the historical results of NxOpinion before the Acquisition and will not include the historical financial results of ASI prior to the completion of the Acquisition. Stockholders’ equity and loss per share of the combined entity after the Acquisition will be retroactively restated to reflect the number of shares of common stock received by NxOpinion security holders in the Acquisition, after giving effect to the par value of the capital stock of ASI, with the offset to additional paid-in capital. Additionally, because NxOpinion is considered to be acquiring ASI for accounting purposes, all of the assets and liabilities of ASI have been reflected in the pro forma financial statements at their respective estimated fair values, and based on the facts and circumstances in this instance, no goodwill or identifiable intangibles will be recorded as part of the acquisition accounting.

The unaudited pro forma combined financial statements do not include any adjustments for income taxes because the combined Company incurred losses in the presented periods, and no tax benefit can be deemed more likely than not of future realization.

The unaudited pro forma combined balance sheet presented below is based on the historical balance sheets of NxOpinion and ASI, adjusted to give effect to the acquisition of ASI by NxOpinion in the manner of a reverse acquisition for accounting purposes. The pro forma adjustments are described in the accompanying notes presented on the following pages.

The unaudited pro forma combined balance sheet assumes that the Acquisition was completed as of March 31, 2010.

The unaudited pro forma combined balance sheet is for illustrative purposes only. It does not purport to indicate the balances that would have actually been presented had the Acquisition been completed on the assumed date, or that may be realized in the future. To prepare the unaudited pro forma balance sheet, NxOpinion, as the acquirer from an accounting perspective, allocated the estimated purchase price to ASI assets and liabilities at March 31, 2010 using estimates of fair value. These estimates are preliminary. The final purchase accounting will be based on the actual consideration and the assets acquired and liabilities assumed, measured at fair value on the effective date of the Acquisition. To the extent there are significant changes in valuations, business and financial results between the date of these pro forma financial statements and the May 28, 2010 Acquisition, actual results may differ significantly from the assumptions and estimates herein. As both NxOpinion and ASI have experienced negative cash flows the actual amounts recorded for the Acquisition transaction may differ materially from the information presented in the unaudited pro forma combined balance sheet as a result of the cash cost of NxOpinion’s and ASI’s operations between March 31, 2010 and the closing of the Acquisition and other changes in NxOpinion’s and ASI’s assets that occurred before completion of the Acquisition, which could cause material differences in the information presented below.

The unaudited pro forma combined statements of operations data ended March 31, 2010 gives effect to the Acquisition as if it occurred on January 1, 2009. The unaudited pro forma combined financial statements have been derived from and should be read in conjunction with the related historical financial statements and related notes of NxOpinion and ASI.

The pro forma share amounts reported herein reflect the Reverse Split (as defined in Note A) without any reduction for fractional shares, which are expected to be nominal.

ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

PRO FORMA COMBINED BALANCE SHEET

(assuming the transaction to be accounted for as a “reverse acquisition” took place on March 31, 2010)

	NxOpinion* at			ASI at
	March 31,			March 31,									Robertson**
	2010			2010			Pro Forma						Pro Forma
	(Unaudited)			(Unaudited)			Adjustments			Notes			Combined
ASSETS
Cash and equivalents	$	508		$	14,281			312,220			(1	)	$	327,009
Marketable securities		—			32,045			(32,045	)		(1	)		—
Due from related party		5,000.0						300,000			(2	)		305,000
Prepaid and other		—			7,277									7,277
Current assets		5,508			53,603									639,286
Real estate owned		—			2,245,000									2,245,000
Finance lease receivables		—			339,165			(339,165	)		(1	)		—
Water rights		—			381,000			(381,000	)		(2	)		—
Property and equipment, net		1,652			7,627			(7,627	)		(1	)		1,652
	$	7,160		$	3,026,395		$	(147,617	)				$	2,885,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,619,570		$	40,280			(900,000	)		(4	)	$	476,395
								(243,175	)		(6	)
								(40,280	)		(1	)
Related party and other deferred revenue		207,416			4,090			(4,090	)		(1	)		207,416
Facility exit liability		—			78,168			(33,745	)		(10	)		44,423
Bank line of credit payable — net of discount		250,000						(16,500	)		(7	)		233,500
Other notes payable		725,140						(506,692	)		(6	)		—
								(218,448	)		(8	)
Convertible notes payable — net of discount		369,882						(217,158	)		(5	)		152,724
Unsecured term note payable — legal								218,448			(8	)		218,448
Derivative liability — warrants		385,624						(385,624	)		(3	)		—
Officer bonus payable								140,000			(9	)		140,000
Current liabilities		3,557,632			122,538			(2,207,264	)					1,472,906
Long-term liabilities
Long-term debt — net of discount		—						749,867			(6	)		710,267
								(39,600	)		(7	)
Facility exit liability								33,745			(10	)		33,745
Long-term liabilities								744,012						744,012
Stockholders’ equity
Common stock		—			341,882			(330,734	)		(11	)		11,368
								220			(1	)
Additional paid-in capital		7,333,395			9,356,074			217,158			(5	)		11,333,071
								52,280			(1	)
								385,624			(3	)
								56,100			(7	)
								390,350			(9	)
								(6,457,910	)		(11	)
Deficit		(10,883,867	)		(6,788,644	)		6,788,644			(11	)		(10,675,419	)
								(81,000	)		(2	)
								(80,202	)		(1	)
								900,000			(4	)
								(530,350	)		(9	)
Accumulated other comprehensive gain (loss)		—			(5,455	)		5,455			(1	)		—
		(3,550,472	)		2,903,857			1,315,635						669,020
	$	7,160		$	3,026,395		$	(147,617	)				$	2,885,938

*	NxOpinion, LLC, a development stage limited liability company.
**	ASI Technology Corporation renamed as Robertson Global Health Solutions Corporation.

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ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(assuming the transaction to be accounted for as a “reverse acquisition” took place on January 1, 2009)

	NxOpinion*			ASI
	Three Months			Three Months
	Ended March 31,			Ended March 31,									Robertson
	2010			2010			Pro Forma						Pro Forma
	(Unaudited)			(Unaudited)			Adjustments			Notes			Combined
Revenues
Contract fees	$	—		$	—								$	—
Finance income		—			13,626			(13,626	)		(a1	)		—
		—			13,626									—
Operating expenses
Cost of revenues		0			0			—						—
Product and content development		143,195			3,808			(3,808	)		(a1	)		132,118
								(11,077	)		(a3	)
Selling, general and administrative		281,244			31,862			(3,910	)		(a2	)		283,350
								(25,846	)		(a3	)
Total operating expenses		424,439			35,670									415,468
Operating loss		(424,439	)		(22,044	)								(415,468	)
Other income (expense)
Unrealized gain on derivative revaluation		6,956			—			(6,956	)		(a4	)		—
Interest expense		(134,071	)		—			(8,760	)		(a5	)		(142,831	)
Total other income (expense)		(127,115	)		—									(142,831	)
Net loss	$	(551,554	)	$	(22,044	)							$	(558,299	)
Basic and diluted net income per common share													$	(0.05	)
Weighted-average shares														11,367,168

* a development stage limited liability company.

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ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

(assuming the transaction to be accounted for as a “reverse acquisition” took place on January 1, 2009)

				ASI
	NxOpinion*			Year Ended
	Year Ended			December 31,									Robertson
	December 31,			2009			Pro Forma						Pro Forma
	2009			(Unaudited)			Adjustments			Notes			Combined
Revenues
Contract fees	$	133,000		$	—								$	133,000
Finance income		—			434,125			(434,125	)		(b1	)		—
		133,000			434,125									133,000
Operating expenses
Cost of revenues		139,536			67,598			(67,598	)		(b1	)		139,536
Product and content development		634,039			15,954			(15,954	)		(b1	)		580,039
								(54,000	)		(b3	)
Selling, general and administrative		1,105,797			658,372			(517,922	)		(b2	)		1,120,247
								(126,000	)		(b3	)
Total operating expenses		1,879,372			741,924									1,839,822
Operating loss		(1,746,372	)		(307,799	)								(1,706,822	)
Other income (expense)
Unrealized gain on derivative revaluation		4,621			—			(4,621	)		(b4	)		—
Interest and other income		262,088			92,606			(92,606	)		(b1	)		262,088
Interest expense		(95,389	)		—			(45,347	)		(b5	)		(140,736	)
Total other income (expense)		171,320			92,606									121,352
Net loss	$	(1,575,052	)	$	(215,193	)							$	(1,585,470	)
Basic and diluted net loss per common share													$	(0.14	)
Weighted-average shares														11,268,110

* a development stage limited liability company.

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Notes to the Unaudited Pro Forma Combined Financial Statements

A. Basis of Presentation

On May 28, 2010, 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 “Acquisition”) pursuant to the terms of an Agreement and Plan of Recapitalization dated May 28, 2010 (the “Recapitalization Agreement”). As a result of the Acquisition, the business of NxOpinion is now owned by Robertson Health Services, Inc. (“RHS”), a wholly-owned subsidiary of the Company. ASI is in the process of changing its name to “Robertson Global Health Solutions Corporation. “ As such, the post-merger company is referred to herein as “Robertson Global Health Solutions Corporation, “ “Robertson” or the “Company”.

Each NxOpinion securityholder received fifteen shares of ASI common stock in exchange for each unit of NxOpinion membership unit held or deemed to be held by such securityholder immediately before the closing of the Acquisition. On June 4, 2010, the Company filed a Certificate of Change pursuant to Nevada Revised Statutes 78.209 to effectuate a 1 for 15 reverse stock split under Nevada law (the “Reverse Split”). Before the Reverse Split becomes effective on the OTCBB, it must also be approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company is in the process of obtaining FINRA approval, which is expected to take 4-6 weeks. Upon the approval of the Reverse Split by FINRA, each 15 shares of common stock outstanding prior to the Reverse Split will be converted into one share of common stock and options, warrants, convertible notes and any similar instruments convertible into shares of common stock will be proportionally adjusted. As a result of the Reverse Split, each NxOpinion member will have effectively received one share of the Company for each unit of NxOpinion held by such member and each legacy shareholder of ASI prior to the Acquisition received one post-merger share for each 15 shares owned prior to the Acquisition. All share numbers herein reflect the Acquisition and the Reverse Split.

The Company experienced a change in control because NxOpinion securityholders own approximately 90% of the outstanding common stock of the Company immediately after the Acquisition. Further, all members of the executive management of the combined company are from NxOpinion. Therefore, NxOpinion is 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 Acquisition is considered to be a reverse acquisition and recapitalization. As a result, the cost of the Acquisition is measured at the fair value of net assets acquired and no goodwill will be recognized.

The unaudited combined and pro forma balance sheet was prepared using the assumptions described below.

B. Pro Forma Adjustments

Combined Pro Forma Balance Sheet

The fair value of the assets acquired by NxOpinion are considered equivalent to the historical book value of the assets of ASI for purposes of the pro forma presentation. In general terms and subject to the terms and conditions set forth in an Recapitalization Agreement, the following are the pro forma adjustments included in the accompanying unaudited pro forma combined balance sheet as if the closing was on March 31, 2010:

1. ASI sold assets and certain parties exercised stock options to fund its operations to closing and with the goal of having approximately $250,000 available to the Company after paying expenses through May 28, 2010 and after paying its closing costs. Finance lease receivables were sold for $280,000, marketable securities were sold for $20,000, options were exercised for proceeds of $52,500 and accounts payables were substantially paid current. The actual cash at closing, versus that illustrated in the pro forma combined balance sheet, was reduced by ASI and NxOpinion operating costs between March 31, 2010 and the closing date and by Acquisition closing costs.

2. As a part of the Recapitalization Agreement, NxOpinion and ASI agreed that Davric Corporation (a company controlled by director Jerry E. Polis) or its assignee purchase water rights with a book value at March 31, 2010 of $381,000 for $300,000 due after closing.

3. The derivative liability recorded by NxOpinion was converted to equity at closing as debt classification is no longer required as there are sufficient shares available for exercise of warrants and convertible debt.

4. At closing $900,000 of affiliate payable related to deferred compensation for Dr. Robertson was cancelled resulting in a corresponding gain.

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5. Reflects conversion of $200,000 of convertible notes plus accrued interest at $1.00 per post split share.

6. Reflects conversion of $243,175 of accrued consulting fees owed to two management advisors for 5% notes with principal and interest due on June 30, 2011. Also reflects exchange of $506,692 of notes due members at March 31, 2010 to new notes at the same interest rates with principal and interest due on June 30, 2011.

7. Record value of 36,041 warrants issued in connection with debt restructuring in Item 6 and 15,000 warrants for continuing guarantee of bank line of credit. Value of $56,100 recorded as note discount at issuance.

8. Reclassify notes payable for legal services for a new term note due by December 31, 2010.

9. At closing, Dr. Robertson’s employment agreement called for the issuance of 100,000 warrants exercisable at $0.01 per share with a bonus due April 15, 2011 for the tax effect. For pro forma purposes the warrants are valued at $250,000 and the tax bonus at $140,000. Also reflects an employment commitment to issue options on 100,000 shares vesting at grant from the stock option plan with such options valued at $140,350.

10. ASI, as a finance company, did not have a classified balance sheet. Adjustment reflects long-term portion of facility exit liability.

11. Reclass equity accounts to be historical of NxOpinion as adjusted for post split par value and the Acquisition. After issuance of the convertible note shares (Item 5 above) and after the effect of the Reverse Split there were 11,368,472 shares of common stock, par value $0.001, issued and outstanding prior to any nominal reduction for fractional shares from the reverse split.

Prior to the Acquisition, NxOpinion had warrants outstanding for 541,000 shares at $1.00 per share, warrants for 170,000 shares at $2.50 per share and convertible notes of $170,000 plus interest convertible at $1.00 per share. Convertible notes of $50,000 elected not to convert in April 2010. ASI had options exercisable for 25,012 shares at $3.00 to $6.75 per share. The pro forma balance sheet does not reflect the conversion or exercise of any of these securities or the warrants and options described in Item 7 above.

Pro Forma Combined Statements of Operations (Fiscal year ended December 31, 2009 and three months ended March 31, 2010)

(a1), (b1) — Elimination of revenues and direct expenses associated with assets sold by ASI at or immediately prior to closing.

(a2), (b2) — Elimination of indirect costs to reflect only those costs expected to continue including director and officer insurance, professional fees, shareholder costs and certain continuing occupancy costs.

(a3), (b3) — To adjust compensation for Dr. Robertson to base pay of $240,000 annually per employment agreement. No provision for bonuses has been made due to uncertainty of any being earned or awarded.

(a4), (b4) — To remove non-cash warrant derivative gain resulting from insufficient shares prior to closing.

(a5), (b5) — To eliminate interest expense on convertible notes assumed converted at issuance or beginning of the period, add non-cash amortization related to warrants issued to restructure debt and record interest expense on consultant notes.

Pro forma guidelines recommend that non-recurring charges and credits resulting directly from the transaction should not be reflected in the pro forma statements of operations. Accordingly, the following items, that are not expected to have a continuing impact on operations, were not included:

• The gain of $900,000 from reduction in payable to affiliate due to deferred compensation (Item 4 above).

• The estimated value of the warrants, options and tax bonus granted as part of Dr. Robertson’s employment agreement (Item 9 above).

• Closing costs incurred by ASI and NxOpinion.

The weighted average common shares outstanding were computed assuming the Acquisition occurred at the beginning of each period and option and convertible debt share were issued at the beginning of the period or their date of issuance.

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