0001437749-11-004592.txt : 20110707 0001437749-11-004592.hdr.sgml : 20110707 20110707094647 ACCESSION NUMBER: 0001437749-11-004592 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTSON GLOBAL HEALTH SOLUTIONS CORP CENTRAL INDEX KEY: 0000007951 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 880105586 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06428 FILM NUMBER: 11955126 BUSINESS ADDRESS: STREET 1: 4215 FASHION SQUARE BLVD STREET 2: SUITE 3 CITY: SAGINAW STATE: MI ZIP: 48603 BUSINESS PHONE: 9987998720 MAIL ADDRESS: STREET 1: 4215 FASHION SQUARE BLVD STREET 2: SUITE 3 CITY: SAGINAW STATE: MI ZIP: 48603 FORMER COMPANY: FORMER CONFORMED NAME: ASI TECHNOLOGY CORP DATE OF NAME CHANGE: 20010323 FORMER COMPANY: FORMER CONFORMED NAME: ASI DATE OF NAME CHANGE: 20010323 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SMELTERS INTERNATIONAL DATE OF NAME CHANGE: 19790709 8-K 1 rghs_8k-063011.htm CURRENT REPORT rghs_8k-063011.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
________________

FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 30, 2011
 
____________________________________
 
ROBERTSON GLOBAL HEALTH SOLUTIONS CORPORATION
 
(Name of registrant in its charter)
 
_____________________________________

         
Nevada
  
0-6428
  
88-0105586
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
         
   
 
4215 Fashion Square Blvd.
Suite 3
Saginaw, Michigan 48603
    
    (Address of principal executive offices)    
 
 
Registrant's telephone number:  (989) 799-8720
 
______________________________________
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]     Written communications pursuant to Rule 425 under the Securities Act
 
[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
[   ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
[   ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 

 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement

Robertson Health Services, Inc. (“RHS”), a wholly owned subsidiary of Robertson Global Health Solutions Corporation (the “Registrant”) entered into Extension Agreements with certain creditors and consultants, each of which hold unsecured Promissory Notes with maturity dates of June 30, 2011.  Each note holder has agreed to extend the maturity date of his/her respective note(s) to September 30, 2011.  Each note will continue to accrue interest at the same rate as was previously agreed to.  The details of each note are as follows:
 
                           
Accrued
    
Total
  
                           
Interest
    
Principal and
  
 Note
          
Interest
            
as of
    
Accrued
  
 Holder
  
 Relationship
      
Rate
      
Principal
    
6/30/2011
    
Interest
  
                                     
Amgest Ltd.
  
Affiliate of Shareholder / Director
 (2 )   5 %       $ 138,325     $ 7,542     $ 145,867  
James Barnes
  
Shareholder / Consultant
 (3 )   18 %         15,000       7,427       22,427  
Bonnie Chu
  
Beneficial Shareholder / Consultant
 (4 )   10 %   (1 )   30,000       12,855       42,855  
Gerald Ehrens
  
Shareholder / Director
 (5 )   10 %         25,000       10,801       35,801  
Gerald Ehrens
  
Shareholder / Director
 (5 )   18 %         130,000       95,716       225,716  
Gerald Ehrens
  
Shareholder / Director
 (5 )   18 %         35,000       25,338       60,338  
Gerald Ehrens
  
Shareholder / Director
 (5 )   18 %         30,000       21,467       51,467  
Gerald Ehrens
  
Shareholder / Director
 (5 )   18 %         15,000       10,578       25,578  
Gerald Ehrens
  
Shareholder / Director
 (5 )   18 %         15,000       7,464       22,464  
Bruce Gardiner
  
Beneficial Shareholder
 (6 )   18 %         20,000       9,902       29,902  
Peter Perkinson
  
Shareholder / Director
 (5 )   10 %   (1 )   25,000       10,795       35,795  
Peter Perkinson
  
Shareholder / Director
 (5 )   10 %   (1 )   17,500       7,499       24,999  
Peter Perkinson
  
Shareholder / Director
 (5 )   5 %         104,850       5,716       110,566  
                      $ 600,675     $ 233,100     $ 833,775  
 
 
(1)
Rate of interest is the higher of 10% or 1% above the Wall Street Journal Prime Rate in effect from time to time.
 
(2)
Amgest Ltd. is owned by Gerald Ehrens, a director of the Registrant and a less than 5% shareholder.
 
(3)
James Barnes acts as SEC reporting consultant to the Registrant and is a less than 5% shareholder.
 
(4)
Bonnie Chu is a trustee and beneficiary of Chu Family Trust, a less than 5% shareholder of the Registrant.  Ms. Chu also acts as a consultant to the Registrant in the role of Chinese/American liaison.
 
(5)
Holder is a Director of the Registrant and is a less than 5% shareholder.
 
(6)
Bruce Gardiner is the owner of Bruce Gardiner CPA, PC, a less than 5% shareholder of the Registrant.
 
 
 
2
 
 
Item 9.01 Financial Statements and Exhibits

(d)           The following exhibits are included with this Current Report on Form 8-K.

 
Exhibit 10.1
Form of Promissory Note Extension Agreements due September 30, 2011 with interest rates of 10% to 18% between the Company and five creditors dated June 30, 2011 for an aggregate principal amount of $357,500
 
 
 
Exhibit 10.2
Form of Promissory Note Extension Agreements due September 30, 2011 with an interest rate of 5% between the Company and two director consultants dated June 30, 2011 for an aggregate principal amount of $243,175



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.
 
 
Robertson Global Health Solutions Corporation
 
 
Dated:  July 7, 2011
By:  
/s/ Melissa A. Seeger
 
Name: 
Melissa A. Seeger
 
Title:  
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
3
 EX-10.1 2 ex10-1.htm FORM OF PROMISSORY NOTE EXTENSION AGREEMENTS ex10-1.htm
Exhibit 10.1
 
EXTENSION AGREEMENT
 
This Extension Agreement (this “Agreement”), dated as of June 30, 2011, is entered into by and among Robertson Health Services, Inc. (formerly NxOpinion, LLC), a Nevada corporation (“Company”) and ______________________________(“Lender”).
 
RECITALS:
 
WHEREAS, the Lender has loaned $________ to the Company evidenced by an Amended and Restated Promissory Note Agreement dated May 28, 2010 with maturity date of June 30, 2011 (“Note”); and
 
WHEREAS, the Company and Lender agree to extend the maturity date of the Note in accordance with the terms hereof.
 
AGREEMENT:
 
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the parties hereto agree as follows:
 
 
1.
Extension of Maturity Date.  The Maturity Date under the Note is hereby extended for an additional 3 months until September 30, 2011.
 
 
2.
Interest.  The unpaid principal balance shall continue to accrue interest at a rate of __________.
 
 
3.
Full Force and Effect.  Except as otherwise expressly provided herein, the Note shall remain in full force and effect.  Except for any waivers and modifications contained herein, this Agreement shall not in any way waive or prejudice any of the rights or obligations of the Lender or the Company under the Note, under any law, in equity or otherwise, and such waivers and modifications shall not constitute a waiver or modification of any other provision of the Note nor a waiver or modification of any subsequent default or breach of any obligation of the Company or of any subsequent right of Lender.
 
 
 
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of June 30, 2011.
 
Company:
Robertson Health Services Inc.
 
 
 
     Lender:  
         
[Name, Title]
    
[Name]
  
 
 EX-10.2 3 ex10-2.htm FORM OF PROMISSORY NOTE EXTENSION AGREEMENTS ex10-2.htm
Exhibit 10.2
 
EXTENSION AGREEMENT
 
This Extension Agreement (this “Agreement”), dated as of June 30, 2011, is entered into by and among Robertson Health Services, Inc. (formerly NxOpinion, LLC), a Nevada corporation (“Company”) and ________________________________ (“Consultant”).
 
RECITALS:
 
WHEREAS, the Company is indebted to the Consultant in the amount of $________ for management consulting services rendered by the Consultant as evidenced by an Amended and Restated Promissory Note Agreement dated May 28, 2010 with maturity date of June 30, 2011 (“Note”); and
 
WHEREAS, the Company and Consultant agree to extend the maturity date of the Note in accordance with the terms hereof.
 
AGREEMENT:
 
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in this Agreement, the parties hereto agree as follows:
 
 
1.
Extension of Maturity Date.  The Maturity Date under the Note is hereby extended for an additional 3 months until September 30, 2011.
 
 
2.
Interest.  The unpaid principal balance shall continue to accrue interest at a rate of 5%.
 
 
3.
Full Force and Effect.  Except as otherwise expressly provided herein, the Note shall remain in full force and effect.  Except for any waivers and modifications contained herein, this Agreement shall not in any way waive or prejudice any of the rights or obligations of the Consultant or the Company under the Note, under any law, in equity or otherwise, and such waivers and modifications shall not constitute a waiver or modification of any other provision of the Note nor a waiver or modification of any subsequent default or breach of any obligation of the Company or of any subsequent right of Consultant.
 
 
 
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of June 30, 2011.
 
Company:
Robertson Health Services Inc.
 
 
 
    
Consultant:
 
 
 
  
         
[Name, Title]
    
[Name]