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2. Significant Accounting Policies
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6 Months Ended |
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Jun. 30, 2012
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| Significant Accounting Policies [Text Block] |
2. Significant
Accounting Policies
The
unaudited condensed consolidated balance sheet as of June 30,
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 June 30, 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 six month period ended June 30,
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 June 30, 2012 and December 31,
2011, 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 six month periods ended June 30, 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.
h) Fair
value
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.
Management
believes it is not practical to estimate the fair value of
the due from related party because the transactions cannot be
assumed to have been consummated at arm’s length, the
terms are not deemed to be market terms, there are no quoted
values available for these instruments, and an independent
valuation would not be practical due to the lack of data
regarding similar instruments, if any, and the associated
potential costs.
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.
Not
Adopted
In
December 2011, the FASB issued ASU No. 2011-11: Balance Sheet
(topic 210): Disclosures about Offsetting Assets
and Liabilities, which requires new disclosure requirements
mandating that entities disclose both gross and net
information about instruments and transactions eligible for
offset in the statement of financial position as well as
instruments and transactions subject to an agreement similar
to a master netting arrangement. In addition, the
standard requires disclosure of collateral received and
posted in connection with master netting agreements or
similar arrangements. This ASU is effective for
annual reporting periods beginning on or after January 1,
2013, and interim periods within those annual
periods. Entities should provide the disclosures
required retrospectively for all comparative periods
presented. We are currently evaluating the impact
of adopting ASU 2011-11 on the consolidated financial
statements.
Not
Adopted (continued)
The
FASB issued Accounting Standards Update (ASU) No.
2012-02—Intangibles—Goodwill and Other (Topic
350): Testing Indefinite-Lived Intangible Assets for
Impairment, on July 27, 2012, to simplify the testing for a
drop in value of intangible assets such as trademarks,
patents, and distribution rights. The amended standard
reduces the cost of accounting for indefinite-lived
intangible assets, especially in cases where the likelihood
of impairment is low. The changes permit businesses and other
organizations to first use subjective criteria to determine
if an intangible asset has lost value. The amendments to U.S.
GAAP will be effective for fiscal years starting after
September 15, 2012. Early adoption is
permitted. We are currently evaluating the impact
of adopting ASU 2012-02 on the 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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