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2. Significant Accounting Policies
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3 Months Ended |
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Mar. 31, 2012
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| Significant Accounting Policies [Text Block] |
2.
Significant Accounting Policies
The
unaudited condensed consolidated balance sheet as of March
31, 2012, which was derived from unaudited condensed
financial statements, and the unaudited condensed
consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note
disclosures normally included in annual financial
statements prepared in accordance with accounting
principles generally accepted in the United States have
been condensed or omitted pursuant to those rules and
regulations, although the Company believes that the
disclosures made are adequate to make the information not
misleading.
In
the opinion of management, all adjustments necessary to
present fairly our financial position, results of
operations, and cash flows as of March 31, 2012 and 2011,
and for the periods then ended, have been made. Those
adjustments consist of normal and recurring
adjustments.
These
unaudited condensed consolidated financial statements
should be read in conjunction with a reading of the
financial statements and notes thereto included in our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, as filed with the U.S. Securities and
Exchange Commission.
The
results of operations for the three month period ended
March 31, 2012, are not necessarily indicative of the
results to be expected for the full year.
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
unaudited condensed consolidated financial statements
include the accounts of the Company and its integrated
wholly-owned subsidiary, ALRTech Health Systems Inc.
(incorporated in British Columbia, Canada on April 15,
2008). 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 condensed 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 March 31, 2012, the Company has no uncertain tax
positions that qualify for either recognition or disclosure
in the financial statements.
f)
Loss
per share
Basic
loss per share is calculated by dividing net loss by the
weighted average number of common shares outstanding during
the three month periods ended March 31, 2012 and 2011.
Diluted loss per share is calculated by dividing the net
loss by the sum of the weighted average number of common
shares outstanding and the dilutive equivalent shares
outstanding during the period. 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.
g)
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.
h)
Fair
value
The
Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities
and for fair value measurements of nonfinancial items that
are recognized or disclosed at fair value in the financial
statements on a recurring basis. Additionally, the Company
adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at
fair value in the financial statements on a nonrecurring
basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and
the lowest priority to measurements involving significant
unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy are as follows:
• Level
1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the Company has
the ability to access at the measurement date.
• Level
2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or
liability, either directly or indirectly.
• Level
3 inputs are unobservable inputs for the asset or
liability.
The
level in the fair value hierarchy within which a fair
measurement in its entirety falls is based on the lowest
level input that is significant to the fair value
measurement in its entirety. The Company
believes the carrying value of cash, prepaid expenses,
accrued interest payable, advances, lines of credit and
promissory notes approximate fair value because they are
short term in duration, due on demand or have a
market-based interest rate.
i)
Recent
accounting pronouncements
Adopted
In
May 2011, the FASB issued ASU 2011-04, “Amendments to
Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and International Financial
Reporting Standards (IFRS) of Fair Value Measurement
– Topic 820.” ASU 2011-04 is
intended to provide a consistent definition of fair value
and improve the comparability of fair value measurements
presented and disclosed in financial statements prepared in
accordance with U.S. GAAP and IFRS. The
amendments include those that clarify the FASB’s
intent about the application of existing fair value
measurement and disclosure requirements, as well as those
that change a particular principle or requirement for
measuring fair value or for disclosing information about
fair value measurements. This update is
effective for annual and interim periods beginning after
December 15, 2011 and is thus effective for us beginning
with interim periods in our fiscal year ended December 31,
2012. The adoption of this guidance did not
materially impact our condensed consolidated financial
statements.
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.
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