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2. Significant Accounting Policies
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12 Months Ended |
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Dec. 31, 2012
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| 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, 2012, 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.
Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements.
ii.
Issued, Not Adopted
In
December 2011, the FASB issued ASU No. 2011-11, Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and
Liabilities (ASU 2011-11). The amendments in ASU 2011-11
require the disclosure of information on offsetting and
related arrangements for financial and derivative instruments
to enable users of its financial statements to understand the
effect of those arrangements on its financial position.
Amendments under ASU 2011-11 will be applied retrospectively
for fiscal years, and interim periods within those years,
beginning after January 1, 2013. The Company is evaluating
the effect, if any, adoption of ASU 2011-11 will have on its
consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its 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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