NOTE 2 SUMMARY OF SIGNIFICANT
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 may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
The Company accounts for income
taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the recognition of deferred tax liabilities
and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial
statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely
than not to be realized.
ASC 740 provides guidance on the
accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine
whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the
position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize
in the financial statements.
The Company performed a review
of its material tax positions. During the period from October 5, 2010 through September 30, 2012, there were no increases or decreases
in unrecognized tax benefits as a result of tax positions taken during period, there were no decreases in unrecognized tax benefits
relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse
of the applicable statute of limitations. As of September 30, 2012, the Company had no unrecognized tax benefits that, if recognized,
would affect the effective tax rate. As of September 30, 2011, the Company has no tax positions for which it is reasonably possible
that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
The Company has elected to classify
any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from October
5, 2010 through September 30, 2012, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized
tax benefits. As of September 30, 2012, no amounts for interest or penalties with respect to any unrecognized tax benefits have
Cash and cash equivalents
Cash includes all highly liquid
instruments with an original maturity of three months or less as of September 30, 2012. The Company had no cash equivalents as
of September 30, 2012 and September 30, 2011.
Fair Value of Financial Instruments
The Company adopted ASC 820, Fair
Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures
of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
||Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.|
||Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.|
||Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.|
The Company had no such assets
or liabilities recorded to be valued on the basis above at September 30, 2012.
Equipment is stated at cost less
accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its
existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives are as
follows: machinery 2 to 5 years and trade show booths 3 to 5 years. Maintenance or repairs are charged to expense as incurred.
Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the
net amount less proceeds from disposal is charged or credited to other income / expense.
Inventory is valued at the lower
of cost or market. Cost is determined on a first-in, first-out method.
The Company recognizes revenue
in accordance with ASC 605, Revenue Recognition, Overall, SEC Materials (ASC 605). ASC 605 requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services
rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the services for
our advisory services are completed in accordance with the contracts we have with healthcare clients. In connection with our services
arrangements, we are paid in advance for services which are incurred. These amounts are classified as deferred revenue and amortized
over the over term of the agreement.
Net Loss Per Share
Basic loss per share is computed
by dividing the net loss applicable to common shareholders by the weighted average number of shares of common stock outstanding
for the period. Diluted loss per share is computed by dividing the loss applicable to common shareholders by the weighted average
number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive
potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and
as such, basic and diluted loss per share are the same for the period presented.
Stock Compensation for Services
The Company accounts for equity
instruments issued to non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and ASC 505-50, Equity,
Equity-Based Payments to Non-employees (ASC 505-50). All transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value
of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument
issued is the earlier of the date on which the counterparty's performance is complete or the date on which it is probable that
performance will occur.
Recently Accounting Guidance Adopted
In May 2011, the FASB issued guidance
to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use
measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty
credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally,
the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and
assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable
inputs. ASU 2011-04 is effective prospectively for interim and annual reporting periods beginning after December 15, 2011. Other
than requiring additional disclosures, we do not anticipate material impacts on our financial statements upon adoption.
In June 2011, the FASB issued ASU 2011-05,
Comprehensive income. The new guidance allows an entity to present components of net income and other comprehensive
income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.
The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes
in stockholders equity. While the new guidance changes the presentation of comprehensive income, there are no changes to
the components that are recognized in net income or other comprehensive income from that of current accounting guidance. The adoption
of this new guidance does not have material impacts on our financial statements.
In September 2011, the FASB issued guidance
on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity
determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify
potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any).
If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment
test is not required. The new guidance is effective for us beginning July 1, 2012 and adoption of this accounting guidance does
not have a material impact to our financial statements and related disclosures.
In July, 2012, the FASB issued guidance
on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity 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. The Companys adoption
of this accounting guidance does not have a material impact on its financial statements and related disclosures.