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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Sep. 30, 2011
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Dec. 31, 2010
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Interim reporting and basis of
presentation. While the information presented in
the accompanying interim condensed consolidated financial
statements is unaudited, these financial statements include all
adjustments, which are, in the opinion of management, necessary to
present fairly the financial position, results of operations and
cash flows for the interim periods presented in accordance with
accounting principles generally accepted in the United States of
America (“U.S. GAAP”). All adjustments in
these interim financial statements are of a normal, recurring
nature. Interim financial statements and the notes
thereto do not contain all of the disclosures normally found in
year-end audited financial statements, and these Notes to Interim
Condensed Consolidated Financial Statements are abbreviated and
contain only certain disclosures related to the nine month period
ended September 30, 2011. It is suggested that these
interim financial statements be read in conjunction with the
Company’s year-end audited December 31, 2010, financial
statements. Operating results for the nine months ended
September 30, 2011, are not necessarily indicative of the results
that can be expected for the year ending December 31,
2011.
Principles of consolidation. Effective
January 1, 2011, the Company closed the accounts of Kidz-Med, Inc.
and made the subsidiary inactive. The parent company,
ASRI, will continue to develop products using the Kidz-Med brand
name. The accompanying consolidated financial statements
include the accounts of ASRI, and as of and for the nine months
ended September 30, 2010, its wholly-owned subsidiary, Kidz-Med,
Inc. All significant inter-company transactions have
been eliminated.
Use of estimates. The preparation of
financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Revenue recognition. The
Company sells or consigns its products on a wholesale basis to
retailers and medical suppliers, and on a retail basis, direct to
customers usually via the internet. The Company
recognizes revenues in accordance with the guidance in the U.S.
Securities and Exchange Commission (“SEC”) Staff
Accounting Bulletin No. 104. Accordingly, revenue is
recognized when persuasive evidence of a sales arrangement exists,
when the selling price is fixed or determinable, when shipment or
delivery occurs, ownership has transferred, and when collection is
probable. For wholesale sales, the Company generally
negotiates an agreement that covers quantities, delivery, title
transfer, pricing, warranties, returns and other terms, which
dictate revenue recognition. Revenue from internet sales
is recognized upon shipment of the product to the
customer. All sales are made at a quoted, fixed price
determined prior to completion of the sale.
The Company provides a one year limited warranty on most of its
retail product sales. Specific warranty and right of
return arrangements are negotiated with
wholesalers. Revenues in the consolidated statement of
operations are shown net of any discounts and actual returns of
product. In the Company’s experience, returns for
malfunctioning product resulting in warranty claims generally have
been insignificant, and as such, no provision for warranty claims
is provided in these consolidated financial
statements. Returns of merchantable product are reversed
from revenue and returned to inventory for re-sale upon the
Company’s receipt of the product. During the nine
months ended September 30, 2011, as a result of the court ordered
recall for re-packaging (see Note 11 – Commitments and
Contingencies – Litigation), the Company reversed $84,208
from revenue.
The Company records shipping and handling charges billed to
customers as revenue and the related expense in cost of goods sold,
in accordance with its revenue recognition
policy.
For the nine months ended September 30, 2011 and 2010, a majority
of the Company’s revenues were generated from sales of
thermometers. It is impracticable to provide additional
product sales information.
During the first nine months of 2010, $128,921 of revenue from
sales of a previous period whose collection was in doubt was
recognized upon the collection of cash.
Inventory and Cost of Goods Sold. The
Company’s inventories consist of finished goods, packaged and
unpackaged product, packing supplies and spare
parts. Inventories are stated at lower of cost or market
using the first-in first-out method. Freight for
components, labor and warehouse overhead expenses related to
assembly and packaging are allocated to the cost of
products. Initial packaging costs are added to the cost
of the product. Excess and unused packaging and
re-packaging costs are expensed. The Company has a
variety of spare parts, a portion of which are deemed to have no
value for accounting purposes as management has determined that it
is doubtful that any amounts will be realized from the ultimate
disposition of these spare parts.
Patent. On December 31,
2010, the Company recorded an impairment charge to write-down the
carrying value of the Disintegrator® patent to $639,138,
representing the present value of expected future cash flows over
the remaining life of the patent. The Company continues
to estimate that market demand for the patent will exceed the
patent life expiring in May 2022, and therefore beginning January
1, 2011, started amortizing the adjusted value of the patent on a
straight-line basis over the remaining patent
life. Should the Company’s estimate of market
demand change, the Company will adjust its patent amortization
schedule accordingly. The Company records amortization
expense as a component of operating, sales and administrative
expenses.
Earnings (Loss) per share. Basic net income
(loss) per common share is computed using the weighted average
number of common shares outstanding during the
periods. Diluted net income (loss) per share is computed
using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. After
consideration of the 200-to-1 reverse common stock split (see Note
11 – Equity), potentially dilutive common shares at September
30, 2011, aggregated 30,643,274 shares, consisting of: 4,738,840
shares issuable upon the exercise of outstanding warrants; 273,867
shares available upon conversion of the 2007 subscription agreement
debentures; 149,368 shares issuable should all of the 2007
convertible debt noteholders elect to convert accrued interest to
common shares; 13,380,000 shares available upon conversion of
Granite’s first, second and third quarter 2010 convertible
debentures and the unconverted balance of Granite’s original
$174,900 note; 8,490,000 shares issuable upon conversion of the
notes to Lanktree; 16,667 shares issuable to Lender 3 upon
conversion; 500,000 shares issuable to Lender 4 upon conversion;
752,500 shares for which the Company is obligated to issue as of
September 30, 2011 (see Note 11 – Equity – Obligation
to Issue Common Shares); and up to 2,342,033 shares
committed as part of obligations to employees and service providers
upon reaching certain targets. The above figures exclude
shares issuable under the Company’s stock option and
incentive stock plans.
Fair value measurements. The FASB’s Accounting
Standards Codification defines fair value as the amount that would
be received for selling an asset or paid to transfer a liability in
an orderly transaction between market participants and requires
that assets and liabilities carried at fair value are classified
and disclosed in the following three
categories:
Level 1 – Quoted prices for identical instruments in active
markets.
Level 2 – Quoted prices for similar instruments in active or
inactive markets and valuations derived from models where all
significant inputs are observable in active
markets.
Level 3 – Valuations derived from valuation techniques in
which one or more significant inputs are unobservable in any
market.
Given the conditions surrounding the trading of the Company’s
equity securities, the Company values its derivative instruments
related to embedded conversion features and warrants from the
issuance of convertible debentures in accordance with the Level 3
guidelines. For the nine month period ended September
30, 2011, the following table reconciles the beginning and ending
balances for financial instruments that are recognized at fair
value in these condensed consolidated financial
statements.
Recent accounting pronouncements. In
May 2011, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update
(“ASU”) 2011-04, which updated the guidance in ASC
Topic 820, Fair
Value Measurement. The amendments in this ASU generally
represent clarifications of Topic 820, but also include some
instances where a particular principle or requirement for measuring
fair value or disclosing information about fair value measurements
has changed. This update results in common principles and
requirements for measuring fair value and for disclosing
information about fair value measurements in accordance with U.S.
GAAP and International Financial Reporting Standards. The
amendments in this ASU are to be applied prospectively. For public
entities, the amendments are effective for interim and annual
periods beginning after December 15, 2011, and early
application is not permitted. ASU 2011-04 is not expected to have a
material impact on the Company’s financial position or
results of operations.
Management does not believe that there would have been a material
effect on the accompanying financial statements had any other
recently issued, but not yet effective, accounting standards been
adopted in the current period.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Principles of consolidation. The
accompanying consolidated financial statements include the accounts
of American Scientific Resources, Incorporated, and its
wholly-owned subsidiary, Kidz-Med, Inc. All significant
inter-company transactions have been eliminated.
Effective
January 1, 2011, the Company closed the accounts of Kidz-Med, Inc.
and made the subsidiary inactive. The parent company,
ASRI, will continue to develop products using the Kidz-Med brand
name.
Use of estimates. The preparation of
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, disclosure of
contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from
those estimates.
Revenue recognition. The
Company sells or consigns its products on a wholesale basis to
retailers and medical suppliers, and on a retail basis, direct to
customers usually via the internet. The Company
recognizes revenues in accordance with the guidance in the
Securities and Exchange Commission (“SEC”) Staff
Accounting Bulletin No. 104. Accordingly, revenue is
recognized when persuasive evidence of a sales arrangement exists,
when the selling price is fixed or determinable, when shipment or
delivery occurs, ownership has transferred, and when collection is
probable. For wholesale sales, the Company generally
negotiates an agreement that covers quantities, delivery, title
transfer, pricing, warranties, returns and other terms, which
dictate revenue recognition. Revenue from internet sales
is recognized upon shipment of the product to the
customer. All sales are made at a quoted, fixed price
determined prior to completion of the sale.
Revenue
from product placed with customers on consignment is recognized
when the customer has confirmed sale of the product to third
parties and collection is probable. In August 2009, a
significant consignment arrangement was terminated, and since then,
no products have been distributed on consignment. During
the year ended December 31, 2010, $223,862 of revenue from
consigned sales related to a prior period where collection was then
in doubt, was recognized upon the collection of cash.
The
Company provides a one year limited warranty on most of its retail
product sales. Specific warranty and right of return
arrangements are negotiated with wholesalers. Revenues
in the consolidated statement of operations are shown net of any
discounts and actual returns of product. In the
Company’s experience, returns for malfunctioning product
resulting in warranty claims generally have been insignificant, and
as such, no provision for warranty claims is provided in these
consolidated financial statements. Returns of
merchantable product are reversed from revenue and returned to
inventory for re-sale upon the Company’s receipt of the
product.
The
Company records shipping and handling charges billed to customers
as revenue and the related expense in cost of goods
sold.
For
the years ended December 31, 2010 and 2009, a majority of the
Company’s revenues were generated from sales of the Vera Temp
thermometer, the Disintegrator Plus® and the now discontinued
Thermofocus thermometer. It is impracticable to provide
additional product sales information.
Cash and cash equivalents. The
Company considers all highly liquid investments with original
maturities of three months or less at the time of purchase to be
cash equivalents.
Accounts receivable. Accounts receivable are
stated at net realizable value and net of accounts receivable sold
subject to charge-back. Management provides for
uncollectible amounts through a charge to earnings and a credit to
an allowance for doubtful accounts based on its assessment of the
current status of individual accounts and historical collection
information. Balances that are deemed uncollectible
after management has used reasonable collection efforts are written
off through a charge to the allowance and a credit to accounts
receivable.
Inventory and Cost of Goods Sold. The
Company’s inventories consist of finished goods on-hand and
consigned to others, packaged and unpackaged product, packing
supplies and spare parts. Inventories are stated at
lower of cost or market using the first-in first-out
method. Freight for components, labor and warehouse
overhead expenses related to assembly and packaging are allocated
to the cost of products. Initial packaging costs are
added to the cost of the product. Excess and
unused packaging and re-packaging costs are expensed. To
date, no depreciation on equipment used to assemble and package
products has been allocated to inventory or cost of goods sold
since such allocable depreciation has been deemed
insignificant. The Company has a variety of spare parts,
a portion of which are deemed to have no value for accounting
purposes as management has determined that it is doubtful that any
amounts will be realized from the ultimate disposition of these
spares parts.
Commissions
related to a specific sale are included in cost of goods
sold. Advertising and promotional materials are expensed
as operating, sales and administrative expenses.
The
Company reviews finished inventory on-hand, work in progress and
consigned to others, and provides for missing, obsolete and damaged
product periodically based on the results of the
review. The Company periodically adjusts the carrying
value of its inventory to estimated net realizable value should
that amount be less than the Company’s carrying
value. Inventory reserves are established to adjust
inventory for product believed to be lost or damaged, or
unaccounted for after distribution on consignment, when
known. It is possible that a portion of amounts
established for inventory reserves will ultimately be collected in
cash from charged-back to vendors, product located, repaired and/or
re-packaged, and/or returned to the Company for
resale. At December 31, 2010, the Company had no
inventory consigned to others.
Fixed assets. Fixed assets are
stated at cost and depreciated using the straight-line method over
the asset’s estimated useful life. Fixed assets,
which consist of packaging equipment and computer equipment, have
been deemed to have useful lives of approximately 3 to 5 years and
are being depreciated over this period. The Company
records depreciation expense as a component of operating, sales and
administrative expenses.
Patent. In September 2009,
ASRI acquired from Safeguard Medical Technologies, LLC, a patent
for the Disintegrator®, a home medical device for the
destruction of needles and lancets. The patent for the
Disintegrator® is being amortized on a straight-line basis
over the remaining life of the patent, a period of 151 months from
acquisition to expiration. The Company records
amortization expense as a component of operating, sales and
administrative expenses.
Research and development costs. Expenditures for
research and development of the Company’s products,
consisting primarily of design, engineering, consulting and testing
costs, are expensed as operating expenses as
incurred. For the years ended December 31, 2010 and
2009, such expenses amounted to $271,207 and $27,730,
respectively.
Income taxes. The Company provides for income
taxes in accordance with the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards
Codification (“ASC”) No. 740, Income Taxes
(“ASC 740”) using an asset and liability based
approach. Deferred income tax assets and liabilities are
recorded to reflect the tax consequences on future years of
temporary differences of revenue and expense items for financial
statement and income tax purposes. ASC 740 requires the
Company to recognize income tax benefits for loss carry
forwards. The tax benefits recognized must be reduced by
a valuation allowance if it is more likely than not that loss carry
forwards will expire before the Company is able to realize their
benefit, or that future deductibility is uncertain. For
financial statement purposes, the deferred tax asset for loss carry
forwards has been fully offset by a valuation allowance since it is
uncertain whether any future benefit will be realized.
ASC
740 also provides guidance on recognition, classification and
disclosure concerning uncertain tax benefits and tax
liabilities. The evaluation of a tax position requires
recognition of a tax benefit or liability if it is
‘more-likely-than-not’ that it will be sustained upon
examination. For tax positions meeting the
‘more-likely-than-not’ threshold, the amount recognized
in the financial statements is the largest benefit or liability
that has a greater than 50% likelihood of being realized upon
ultimate settlement with the relevant tax authority.
Stock based compensation. The Company has
exchanged its common stock for services rendered by employees,
directors, consultants and others. The Company accounts
for stock and stock options issued to employees and non-employees
for services and other compensation under the provisions of ASC No.
718, Compensation
– Stock Compensation and ASC No. 505-50, Equity-Based Payments to
Non-Employees, which establish standards for the accounting
for transactions in which an entity exchanges its equity
instruments for goods and services at fair value. These
standards also address transactions in which an entity incurs
liabilities in exchange for goods and services that are based on
the fair value of the entity’s equity instruments or that may
be settled by the issuance of those equity
instruments. For employees, stock awarded is valued
based on the closing bid price on the date of
grant. For non-employees, stock issued for
services is valued at either the invoiced or contracted value of
services provided, or to be provided, or the fair value of the
stock at the due date per the service agreement, or stock issuance
date, whichever is more readily determinable. Warrants
or options issued for services provided, or to be provided, are
valued at fair value at the date the agreement to award is
reached. The Company has two plans for the issuance of
shares to employees and non-employees; the 2007 Stock Option Plan
and the 2011 Incentive Stock Plan that became effective in January
2011. Shares awarded during the years ended 2010 and
2009 have consisted of new shares.
Earnings (Loss) per share. Basic net income
(loss) per common share is computed using the weighted average
number of common shares outstanding during the
periods. Diluted net income (loss) per share is computed
using the weighted average number of common and dilutive common
equivalent shares outstanding during the
period. Potentially dilutive common shares at December
31, 2010 (prior to the 200-to-1 reverse stock
split) aggregate
up to 1,239,939,699 shares, consisting of 112,222,959 shares
issuable upon the exercise of outstanding warrants; 60,439,560
shares available upon conversion of the 2007 subscription agreement
debentures; up to 17,600,890 shares issuable should all of the 2007
convertible debt noteholders elect to convert accrued interest to
common shares; up to 396,969,697 shares available upon conversion
of the first, second and third quarter 2010 convertible debentures;
178,800,000 shares issuable upon conversion of the notes to
Lanktree; and up to 473,906,593 shares committed as part of
obligations to employees and service providers upon reaching
certain targets. The above figures exclude shares
issuable under the Company’s stock option and incentive stock
plans.
Concentration of credit risk. Financial
instruments, which potentially subject the Company to concentration
of credit risk, consist principally of cash and trade accounts
receivable. The Company places its cash with high credit financial
institutions. The Company extends credit to its
customers, all on an unsecured basis, after performing certain
credit analysis. The Company continually performs credit
evaluations of its customers and maintains an allowance for
doubtful accounts for potential credit losses.
For
the year ended December 31, 2010, sales to our two largest
customers amounted 26% and 18% of our net product sales
revenue. No other customer accounted for more than 10%
of our revenue during 2010. Sales through various
internet sites accounted for 14% of our 2010 net
revenue. For the year ended December 31, 2009, sales to
two customers amounted to 49% and 16% of our net product sales
revenue.
Loss
of a major manufacturer of the Company’s products, or a
manufacturer of components used in the Company’s products,
may significantly impact future results of
operations. For the year ended December 31, 2010, the
Company sourced products from various manufacturers, the largest of
which was the Chinese manufacturer of the Company’s Vera Temp
thermometer.
Recent accounting pronouncements. Management does
not believe that any recently issued, but yet effective, accounting
standards if currently adopted would have a material effect on
accompanying condensed consolidated financial
statements.
Fair value of financial instruments. The carrying values
of accounts receivable, inventory, accounts payable and accrued
expenses approximate their fair values due to their short term
maturities. The carrying values of certain of the
Company’s notes payable approximate their fair values based
upon a comparison of the interest rate and terms of such debt given
the level of risk to the rates and terms of similar debt currently
available to the Company in the marketplace. The
carrying values of derivative liabilities have been determined
using recognized models that are deemed to reasonably estimate fair
values. It is not practical to estimate the fair value
of certain notes payable, the convertible debt and the liability
for contingent compensation from acquisition. In order
to do so, it would be necessary to obtain an independent valuation
of these unique instruments. The cost of that valuation
would not be justified in light of the circumstances.
Fair value measurements. The FASB’s Accounting
Standards Codification defines fair value as the amount that would
be received for selling an asset or paid to transfer a liability in
an orderly transaction between market participants and requires
that assets and liabilities carried at fair value are classified
and disclosed in the following three categories:
Level
1 – Quoted prices for identical instruments in active
markets.
Level
2 – Quoted prices for similar instruments in active or
inactive markets and valuations derived from models where all
significant inputs are observable in active markets.
Level
3 – Valuations derived from valuation techniques in which one
or more significant inputs are unobservable in any
market.
Given
the conditions surrounding the trading of the Company’s
equity securities, the Company values its derivative instruments
related to embedded conversion features and warrants from the
issuance of convertible debentures in accordance with the Level 3
guidelines. For the year ended December 31, 2010, the
following table reconciles the beginning and ending balances for
financial instruments that are recognized at fair value in these
consolidated financial statements.
Derivative instruments. Derivative instruments consist of
certain common stock warrants, conversion features arising from
issuance of convertible notes, and common shares committed to be
issued in excess of the Company’s total authorization for
common shares. The derivative instruments are recorded
in the balance sheets at fair value as
liabilities. Changes in fair value are recognized in
earnings in the period of change. Pursuant to ASC 815-40,
Derivatives and Hedging – Contracts in Entity’s Own
Equity, the Company’s policy with regard to settling
outstanding financial instruments is to settle those with the
latest maturity date first.
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