|
2. Significant accounting policies
|
12 Months Ended |
|---|---|
|
Dec. 31, 2011
|
|
| Significant Accounting Policies [Text Block] |
2. Significant
accounting policies
a) Development
stage company
Since
its inception, the Company has devoted substantially all of
its efforts to business planning, research and development,
recruiting management and technical staff, developing
operating assets and raising capital. Accordingly, the
Company is considered to be in the development stage as
defined in ASC 915 Development Stage Entities. While the
Company generated revenues from its previous generation of
products, the Company has not generated any revenues from
its current principal operations, and there is no assurance
of future revenues.
b) Principles
of consolidation
These
consolidated financial statements include the accounts of
the Company and its integrated wholly-owned subsidiary. All
significant inter-company balances and transactions have
been eliminated.
c) Options
and warrants issued in consideration for debt.
The
Company allocates the proceeds received from debt between
the liability and the options and warrants issued in
consideration for the debt, based on their relative fair
values, at the time of issuance. The amount allocated to
the options or warrants is recorded as additional paid in
capital and as a discount to the related debt. The discount
is amortized to interest expense on a yield basis over the
term of the related debt.
d) Stock-based
compensation
The
Company follows the fair value method of accounting for
stock-based compensation. The Company estimates the fair
value of share-based payment awards on the date of grant
using an option pricing model. The value of the
portion of the award that is ultimately expected to vest is
recognized as an expense over the requisite service period
in the Company’s consolidated financial
statements. The Company estimates the fair value
of the stock options using the Black-Scholes valuation
model. The Black-Scholes valuation model
requires the input of highly subjective assumptions,
including the option’s expected life and the price
volatility of the underlying stock.
e) Income
taxes
Income
taxes are accounted for under the asset and liability
method. Deferred income tax assets and liabilities are
recognized for the differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax basis, and operating
loss carry-forwards that are available to be carried
forward to future years for tax purposes.
Deferred
income tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred income
tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the
enactment date. When it is not considered to be more likely
than not that a deferred income tax asset will be realized,
a valuation allowance is provided for the excess.
The
Company follows the accounting requirements associated with
uncertainty in income taxes using the provisions of
Financial Accounting Standards Board (“FASB”)
ASC 740, Income Taxes. Using that guidance, tax
positions initially need to be recognized in the financial
statements when it is more-likely-than-not the positions
will be sustained upon examination by the tax
authorities. It also provides guidance for
derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and
transition. As of December 31, 2011, the Company
has no uncertain tax positions that qualify for either
recognition or disclosure in the financial
statements.
f) 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
and disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts
of revenues and expenses during the reporting
period. Management believes the estimates are
reasonable; however, actual results could differ from those
estimates.
g) Loss
per share
Basic
loss per common share is calculated by dividing net loss by
the weighted average number of common shares outstanding
during the year. Diluted loss per common share is
calculated by dividing the net loss by the sum of the
weighted average number of common shares outstanding and
the dilutive common equivalent shares outstanding during
the year. Common equivalent shares consist of the shares
issuable upon exercise of stock options and warrants
calculated using the treasury stock method. Common
equivalent shares are not included in the calculation of
the weighted average number of shares outstanding for
diluted loss per common shares when the effect would be
anti-dilutive.
h) Contingencies
Liabilities
for loss contingencies, arising from claims, assessments,
litigation, fines and penalties, and other sources are
recorded when it is probable that a liability has been
incurred and the amount of the assessment and/or
remediation can be reasonably estimated. Recoveries from
third parties that are probable of realization are
separately recorded, and are not offset against the related
liability.
i) Segmented
information
The
Company primarily operates in one reportable segment, the
medical devices segment, in the United States. The majority
of the Company’s assets are located in United
States.
j)
Comprehensive income
Comprehensive
income is the overall change in the net assets of the
Company for a period, other than changes attributable to
transactions with stockholders. It is made up of net income
and other comprehensive income. Other
comprehensive income consists of net income and other gains
and losses affecting stockholders’ equity that under
generally accepted accounting principles are excluded from
net income. The Company has no items of other comprehensive
income (loss) in any period presented. Therefore, as
presented in the Company’s consolidated statements of
loss, net loss equals comprehensive loss.
k) Fair
value of financial instruments
The
Company’s financial instruments include cash,
accounts payable and accrued liabilities, promissory notes
payable, accrued interest payable and lines of
credit. The fair values of these financial
instruments approximate their carrying values due to the
relatively short periods to maturity of these
instruments. For fair value measurement, U.S.
GAAP establishes a three-tier hierarchy which prioritizes
the inputs used in the valuation methodologies in measuring
fair value:
Level
1 — observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active
markets.
Level
2 — include other inputs that are directly or
indirectly observable in the marketplace.
Level
3 — unobservable inputs which are supported by little
or no market activity.
l) Recently
issued and adopted accounting pronouncements
i.
Adopted
In
January 2010, the Financial Accounting Standards Board
(“FASB”) issued revised
authoritative guidance that requires more robust
disclosures about the different classes of assets and
liabilities measured at fair value, the valuation
techniques and inputs used, the activity in Level 3 fair
value measurements and the transfers between levels 1, 2
and 3. The guidance is effective for interim and annual
reporting periods beginning after December 15, 2009
(which is January 1, 2010 for the Company) except for
disclosures about purchases, sales, issuances and
settlements in the roll forward activity in level 3 fair
value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years (which is
January 1, 2011 for the Company). Early application is
encouraged. The revised guidance was adopted as of
January 1, 2010. The adoption of this guidance did not
have a material impact on the Company’s
consolidated financial statements.
ii. Issued
In
May 2011, the FASB issued a new accounting standard on fair
value measurements that clarifies the application of
existing guidance and disclosure requirements, changes
certain fair value measurement principles and requires
additional disclosures about fair value
measurements. The standard is effective for
interim and annual periods beginning after December 15,
2011. Early adoption is not
permitted. The Company does not expect the
adoption of this accounting guidance to have a material
impact on its consolidated financial statements and related
disclosures.
Other
recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the American
Institute of Certified Public Accountants, and the United
States Securities and Exchange Commission did not or are
not believed by management to have a material impact on the
Company’s present or future financial
statements.
|