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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549  


FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012


OR


o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____________ to ___________________


Commission file number: 000-52390


Advanced Voice Recognition Systems, Inc.


(Exact name of registrant as specified in its charter)  


Nevada

98-0511932

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


7659 E. Wood Drive

Scottsdale, Arizona  85260

(Address of principal executive offices)


(480) 704-4183

(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x      No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yeso      No x [Files not required.]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o       Accelerated filer o      


Non-accelerated filer o       Smaller reporting company x      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o       No x

 

As of March 31, 2012, 199,682,865 shares of Advanced Voice Recognition Systems, Inc. common stock, $0.001 par value, were outstanding.















































































































































































































































































































































































Advanced Voice Recognition Systems, Inc.


Table of Contents

 

 PART I - FINANCIAL INFORMATION

 

 

 

Page

Item 1.

 

Financial Statements

 

 

 

 

 

 

 

Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011 (audited).

1

 

 

 

 

 

 

Unaudited Statements of Operations for the three months ended March 31, 2012 and 2011 and from Inception  (March 15, 1994) through March 31, 2012

2

 

 

 

 

 

 

Unaudited Statement of Stockholders’ Equity / (Deficit) for the three months ended March 31, 2012

4

 

 

 

 

 

 

Unaudited Statements of Cash Flows for the three months ended March 31, 2012 and 2011 and from Inception (March 15, 1994) through March 31, 2012

5

 

 

 

 

 

 

Notes to Unaudited Financial Statements

7

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

13

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

13

 

 

 

 

Item 4T.

 

Controls and Procedures

14

 

 

 

 

 PART II - OTHER INFORMATION

 

 

 

 

Item 1

 

Legal Proceedings

15

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

16

 

 

 

 

Item 3

 

Defaults Under Senior Securities

16

 

 

 

 

Item 4

 

Mine Safety Disclosures

16

 

 

 

 

Item 5

 

Other Information

16

 

 

 

 

Item 6.  

 

Exhibits

16

 

 

 

 

 

 

 

 

 SIGNATURES

 

 

18



ii




Part I. Financial Information

 

Item 1. Financial Statements

Advanced Voice Recognition Systems, Inc.

Balance Sheets

Development Stage Company


 

 

 

MARCH 31,

 

 

DECEMBER 31,

 

 

 

2012

 

 

2011

 

 

 

(Unaudited)

 

 

(Audited)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

144,380  

 

$

13,405  

 

 

 

 

 

 

 

Total Current Assets

 

 

144,380  

 

 

13,405  

 

 

 

 

 

 

 

Fixed Assets (Note 2)

 

 

 

 

 

 

Computer software and equipment, net

 

 

5,328  

 

 

1,982  

Total Fixed Assets

 

 

5,328  

 

 

1,982  

 

 

 

 

 

 

 

Intangible Assets

 

 

 

 

 

 

Patent, net (Note 3)

 

 

64,018  

 

 

61,274  

Deferred costs

 

 

18,494  

 

 

21,826  

Total Intangible Assets

 

 

82,512  

 

 

83,100  

Total Assets

 

$

232,220  

 

$

98,487  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable

 

$

205,132  

 

$

239,821  

Accrued payroll

 

 

8,285  

 

 

30,432  

Indebtedness to related parties (Note 4)

 

 

5,800  

 

 

5,800  

Total Current Liabilities

 

 

219,217  

 

 

276,053  

 

 

 

 

 

 

 

Stockholders'Equity / ( Deficit) (Note 1)

 

 

 

 

 

 

Common stock, $0.001 par value; 547,500,000 shares authorized

 

 

 

 

 

 

199,682,865 and 192,642,865, issued and outstanding respectively

 

$

199,683  

 

$

192,643  

Additional paid-in capital

 

 

7,259,700  

 

 

6,958,740  

Deficit accumulated during development stage

 

 

(7,446,380)

 

 

(7,328,949)

Total Stockholders' Equity / (Deficit)

 

 

13,003  

 

 

(177,566)

Total Liabilities and Stockholders' Equity / (Deficit)

 

$

232,220  

 

$

98,487  


The accompanying notes are an integral part of these financial statements.




1




Advanced Voice Recognition Systems, Inc.

Statements of Operations

Development Stage Company

(Unaudited)

 

 

 

 

 

 

 

 

 

MARCH 15, 1994

 

 

 

 

 

 

 

 

 

(INCEPTION)

 

 

 

FOR THE THREE MONTHS ENDED

 

 

THROUGH

 

 

 

MARCH 31,

 

 

MARCH 31,

 

 

 

2012

 

 

2011

 

 

2012

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Sales

 

$

—    

 

$

—    

 

$

1,241,924  

Cost of goods sold

 

 

—    

 

 

—    

 

 

379,378  

Gross profit

 

 

—    

 

 

—    

 

 

862,546  

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

—    

 

 

—    

 

 

1,189,531  

Contributed services (Note 4)

 

 

—    

 

 

46,152  

 

 

2,317,982  

General and administrative:

 

 

 

 

 

 

 

 

 

Compensation

 

 

66,358  

 

 

17,532  

 

 

854,422  

Stock based compensation

 

 

—    

 

 

—    

 

 

150,500  

Professional fees

 

 

40,842  

 

 

72,719  

 

 

1,475,167  

Office

 

 

6,378  

 

 

4,880  

 

 

302,839  

 Rent

 

 

—    

 

 

—    

 

 

157,356  

Travel

 

 

774  

 

 

5,057  

 

 

155,618  

Advertising

 

 

—    

 

 

—    

 

 

81,090  

Bad debt expense

 

 

—    

 

 

—    

 

 

67,217  

Other

 

 

3,079  

 

 

2,998  

 

 

412,688  

Impairment of deferred costs

 

 

—    

 

 

—    

 

 

1,068,860  

Total operating expenses

 

 

117,431  

 

 

149,338  

 

 

8,233,270  

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(117,431)

 

 

(149,338)

 

 

(7,370,724)

 

 

 

 

 

 

 

 

 

 

Other income and (expense):

 

 

 

 

 

 

 

 

 

Investment income

 

 

—    

 

 

—    

 

 

5,062  

Interest expense

 

 

—    

 

 

(900)

 

 

(67,215)

Loss on sale of assets

 

 

—    

 

 

—    

 

 

(13,503)

Net other expense

 

 

—    

 

 

(900)

 

 

(75,656)

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(117,431)

 

 

(150,238)

 

 

(7,446,380)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes (Note 5)

 

 

—    

 

 

—    

 

 

—    

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(117,431)

 

$

(150,238)

 

$

(7,446,380)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0)

*

$

(0)

*

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

198,650,338  

 

 

187,559,532  

 

 

 

·

Less than $0.01 per share

The accompanying notes are an integral part of these financial statements



3




Advanced Voice Recognition Systems, Inc.

Statement of Stockholders’ Equity / (Deficit)

Development Stage Company

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

During

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Development

 

 

 

 

 

 

 Shares

 

 Amount

 

 

 Capital

 

 

 Stage

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

 

192,642,865  

$

192,643  

 

$

6,958,740  

 

$

(7,328,949)

 

$

(177,566)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 10, 2012 5,000,000 shares of common stock issued for stock purchase agreement

 

 

5,000,000

 

5,000

 

 

195,000

 

 

                         -

 

 

200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from shareholder to retain common shares under Stock Exchange agreement (Note 1)

 

 

                         -

 

                   -

 

 

6,000  

 

 

                         -

 

 

6,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 25, 2012 2,040,000 shares of common stock issued for stock purchase agreement

 

 

2,040,000  

 

2,040  

 

 

99,960  

 

 

                         -

 

 

102,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

                         -

 

                   -

 

 

                      -

 

 

(117,431)

 

 

(117,431)

Balance at March31, 2012

 

 

199,682,865  

$

199,683  

 

$

7,259,700  

 

$

(7,446,380)

 

$

13,003  


The accompanying notes are an integral part of these financial statements.




4




Advanced Voice Recognition Systems, Inc.

Statements of Cash Flows

Development Stage Company

(Unaudited)



 

 

 

 

 

 

 

 

 

MARCH 15, 1994

 

 

 

 

 

 

 

 

 

(INCEPTION)

 

 

 

FOR THE THREE MONTHS ENDED

 

 

THROUGH

 

 

 

MARCH 31,

 

 

March 31,

 

 

 

2012

 

 

2011

 

 

2012

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(117,431)

 

$

(150,238)

 

$

(7,446,380)

Adjustments to reconcile net loss to net

 

 

 

 

 

 

 

 

 

Cash (used in) operating activities:

 

 

 

 

 

 

 

 

 

Amortization and depreciation

 

 

2,679  

 

 

2,723  

 

 

71,307  

Contributed services

 

 

—    

 

 

46,152  

 

 

2,317,982  

Expenses paid in exchange for shareholder debt

 

 

—    

 

 

—    

 

 

34,047  

Disposal of fixed asset loss

 

 

—    

 

 

—    

 

 

495  

Stock-based compensation expense

 

 

—    

 

 

—    

 

 

150,500  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in operatingassets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

(56,835)

 

 

(66,542)

 

 

213,418  

Accrued interest related party

 

 

—    

 

 

(699)

 

 

—    

Net cash used in operating activities

 

 

(171,587)

 

 

(168,604)

 

 

(4,658,631)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

Purchases of computer equipment and software

 

 

(3,678)

 

 

(2,200)

 

 

(11,168)

Payments for patents

 

 

(5,092)

 

 

—    

 

 

(129,981)

Payments for deferred costs

 

 

3,332  

 

 

(1,710)

 

 

(18,494)

Net cash used in investing activities

 

 

(5,438)

 

 

(3,910)

 

 

(159,643)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

308,000  

 

 

362,000  

 

 

4,990,901  

Payments on advances from shareholder

 

 

—    

 

 

—    

 

 

(34,047)

Payments on promissory note from shareholder

 

 

—    

 

 

(57,313)

 

 

(305,544)

Proceeds from promissory notes and advances

 

 

—    

 

 

—    

 

 

311,344  

Net cash provided by financing activities

 

 

308,000  

 

 

304,687  

 

 

4,962,654  

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

130,975  

 

 

132,173  

 

 

144,380  

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

13,405  

 

 

128,560  

 

 

—    

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$

144,380  

 

$

260,733  

 

$

144,380  

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

Interest

 

$

—    

 

$

1,583  

 

$

25,816  

Income taxes

 

$

—    

 

$

—    

 

$

—    


The accompanying notes are an integral part of these financial statements.




6




Advanced Voice Recognition Systems, Inc.

(A Development Stage Company)

Notes to Unaudited Financial Statements

 


Note 1.     Nature of Operations

 

The operations of Advanced Voice Recognition Systems, Inc. (“AVRS” or the “Company”) http://www.avrsys.com/ commenced in 1994 with a predecessor entity called NCC, Inc. NCC, Inc. was incorporated on March 15, 1994 in the State of Ohio. NCC, Inc. operated as a software and hardware development company that marketed voice recognition and transcription products for commercial applications.


In May 2000, WG Investments, LLC acquired the assets of NCC, Inc. and subsequently changed its name to NCC, LLC. NCC, LLC (also a predecessor to AVRS) continued the operations of NCC, Inc. until approximately December 31, 2001, when shifts in the industry’s markets caused NCC, LLC to suspend its operations.


AVRS was incorporated in the State of Colorado on July 7, 2005. In September 2005, the members of NCC, LLC transferred all of their membership interests in NCC, LLC to AVRS in exchange for 93,333,333 shares (post-recapitalization) of AVRS common stock. In December 2005, the Board of Directors approved a 1.5-to-1 stock split issuing 46,666,667 common shares (post-recapitalization), which increased the number of common shares outstanding to 140,000,000 shares (post-capitalization). Following the incorporation of AVRS, the Company initiated a new business plan and intends to continue its operations in the voice recognition and transcription industry.


AVRS is a software development company specializing in speech recognition technologies. AVRS has successfully obtained patent protection of its proprietary technology (refer to Note 3, Intangible Assets). The Company plans to focus its technologies for the medical profession because of the profession’s present extensive use of dictation and its need for multiple applications of speech recognition technology in the generation of reports, documents and medical bills. Additionally the Company plans to focus on server based dictation and transcription, visual voicemail and the voicemail to text market.


The Company is a development stage enterprise in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises” now referred to as ACS 915 “Development Stage Entities”. The Company has been in the development stage since inception (March 15, 1994).


Stock Exchange Agreement

 

On April 28, 2008, the Company entered into a Stock Exchange Agreement (“the Agreement”) with Samoyed Energy Corp., a Nevada corporation (“Samoyed”), which resulted in a reverse acquisition.  The Agreement provided for the reorganization of AVRS with Samoyed. In connection with the Agreement, Samoyed acquired all of the issued and outstanding common shares of AVRS in exchange for 140,000,000 shares of Samoyed’s common stock.  On May 19, 2008 at the closing of the Agreement, the former shareholders of AVRS owned approximately 85% of the outstanding common stock of Samoyed, resulting in a change in control.

 

For accounting purposes, this acquisition has been treated as a reverse acquisition and recapitalization of AVRS, with Samoyed the legal surviving entity. Since Samoyed had, prior to the recapitalization, minimal assets and limited operations, the recapitalization has been accounted for as the sale of 24,700,008 shares of AVRS common stock for the net liabilities of Samoyed. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of AVRS. Costs of the transaction have been charged to the period in which they are incurred.

 

In connection with the Agreement, a shareholder of Samoyed holding an aggregate of 3,500,000 shares of Samoyed’s common stock agreed to pay to Samoyed an amount equal to $1,750,000 within 90 days of the closing of the Agreement, or in the alternative, tender to Samoyed for cancellation two shares of Samoyed’s common stock for every $1 not paid. In 2009 the shareholder made three payments which totaled $52,430.  On March 31, 2010 the Company and the shareholder agreed to modify the agreement such that the shareholder was required to deliver to the Company an aggregate of $216,144 on or before June 1, 2010, or in the alternative, tender to Company for cancellation 14.29 shares of Company’s common stock for every $1 not paid.  On November 1, 2011, the Company agreed with the shareholder that the matter would be settled and the shareholder’s obligations satisfied upon timely receipt by the Company of two payments of $10,888 each, the first installment of which was paid on November 2, 2011, with the second due on December 2, 2011.  The Company settled the matter with a final payment of $6,000 on February 15, 2012.

 

Stock Purchase Agreements


During the year ended December 31, 2010, the Company entered into Stock Purchase Agreements for the sale of its Common Stock.  Pursuant to these Agreements, the Company sold during 2010 and 2011 an aggregate of 22,867,857 shares for aggregate proceeds of $1,570,000.  All of these Agreements have been fulfilled or terminated.




7




The Company entered into a Stock Purchase Agreement dated December 22, 2010 with one person who agreed to purchase 2,500,000 restricted shares of the common stock of AVRS for $200,000, payable in three installments on or before March 4, 2011.  On April 19, 2011 the purchaser paid $150,000 for 1,875,000 restricted shares of the Company’s common stock.  The Company agreed to an extension to July 31, 2011 on the $50,000 balance due.  The purchaser was notified that the agreement had not been fulfilled, and the agreement was terminated on September 28, 2011.  


The Company entered into a Stock Purchase Agreement dated March 9, 2011 with one person who agreed to purchase 4,375,000 restricted shares of the common stock of AVRS for $350,000.  Payment was made in full on March 10, 2011.


During the three months ended March 31, 2012, the Company entered into Stock Purchase Agreements for the private sale to five persons or entities of an aggregate of 7,040,000 shares of the common stock for aggregate proceeds of $302,000.  All of the proceeds were paid during the three months ended March 31, 2012.


Agreement and Plan of Merger


On March 25, 2009, the Company entered into an Agreement and Plan of Merger (“Agreement and Plan of Merger”) with its wholly-owned subsidiary, NCC, LLC, a Colorado limited liability company, whereby NCC, LLC merged with and into the Company pursuant to Section 92A.180 of the Nevada Business Corporations Act. Upon consummation of the Agreement and Plan of Merger: (i) NCC, LLC ceased to exist; (ii) the Company’s membership interests in NCC, LLC automatically were canceled or retired and ceased to exist, without any consideration delivered in exchange thereof; (iii) the title to all estate, property rights privileges, powers and franchise assets and/or other rights owned by NCC, LLC became vested in the Company without reversion or impairment; and (iv) all liabilities of any kind of NCC, LLC became vested in the Company.


Stock Based Compensation


On March 18, 2009, the Company issued 350,000 restricted shares of the Company’s common stock, par value $0.001 per share to Equiti-Trend Advisors LLC as deferred compensation in exchange for public relations services for a period of six months.  Shares were valued at $0.25 per share on the date as of March 18, 2009 for a total stock compensation of $87,500.  On December 8, 2009, the Company issued 350,000 restricted shares of the Company’s common stock, par value $0.001 per share to OTC Navigation as deferred compensation in exchange for public relations services for a period of three months.  Shares were valued at $0.18 per share on the date of issue, December 8, 2009.  Deferred compensation of $63,000 has been recorded.  The $63,000 of compensation deferred at 12/31/09 was expensed in 2010.  Services began January 6, 2010 and were completed April 5, 2010. Consequently deferred compensation of $63,000 was recognized at December 31, 2009 and expensed in 2010 when the services were provided.


 


Note 2.     Significant Accounting Policies


Unaudited Financial Information


The accompanying financial information at March 31, 2012 and for the three months ended March 31, 2012 and 2011, and the period from March 15, 1994 (Inception) through March 31, 2012, is unaudited.  In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at March 31, 2012 and its operating results for the three months ended March 31, 2012 and 2011 and the period from March 15, 1994 (Inception) through March 31, 2012, have been made.  Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2011.  The results of operations for the three months ended March 31, 2012 are not necessarily an indication of operating results to be expected for the year.


Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company is a development stage enterprise with losses since Inception (March 15, 1994). These factors, among others, may indicate that the Company may be unable to continue as a going concern for a reasonable period of time.


The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. During the years ended December 31, 2011 and 2010, the Company’s President loaned or advanced the Company funds for working capital on an “as needed”



8




basis. There is no assurance that these loans or advances will continue in the future.   During the twelve months ended December 31, 2010, the Company received an aggregate of $ 1,420,000 from the sale of shares in private offerings of its common stock.  During the twelve months ended December 31, 2011 the Company received $500,000 from the sale of shares in private offerings of its common stock. During the three months ended March 31, 2012 the Company received an aggregate of $302,000 from the sale of shares in private offerings of its common stock.


Use of Estimates


The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Actual results could differ from those estimates.


Basis of Consolidation

 

The consolidated financial statements include our accounts and those of NCC, LLC which merged with and into AVRS, Inc. March 25, 2009. Intercompany transactions and balances have been eliminated. The accounts, results of operations and cash flows of acquired companies are included from their respective acquisition dates.


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had cash at March 31, 2012 of $144,380, and $13,405 cash at December 31, 2011.  No amounts resulted from cash equivalents.


Financial Instruments


The carrying amounts of cash, receivables and current liabilities approximate fair value due to the short-term maturity of the instruments.


Fixed Assets


Fixed assets are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.


Revenue Recognition


Revenue from the sale of inventory is recognized on the date of sale, title and risk of loss have transferred to the purchaser, the fees are fixed or determinable and collection is reasonably assured. Revenue from the performance of services is recognized when services have been completed and collection is probable. There are no multiple element sales and no history of material returns. The revenue recognition policies relate to operations performed prior to the Company’s reverse acquisition.


Income Taxes


Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.  The Company did not record a cumulative effect adjustment related to the adoption of ASC 740.


Patents, Deferred Costs and Amortization


Patents consist of costs incurred to acquire issued patents. Amortization commences once a patent is granted. Costs incurred to acquire patents that have not been issued are reported as deferred costs. If a patent application is denied or expires, the costs incurred are charged to operations in the year the application is denied or expires. The Company amortizes its patents over an estimated useful life of twenty years.


As At March 31, 2012

 

 

 

 

 

 

 

U.S. Patent #

Useful Life

 

 

Carrying Value

 

Amortization

 

Balance

5,960,447

16.1

 

$

63,247

$

52,704

$

10,543

7,558,730

12.4

 

 

58,277

 

12,903

 

45,374

7,949,534

10.5

 

 

3,365

 

313

 

3,052

8,131,557

9.6

 

 

5,092

 

43

 

5,049

 

 

 

$

129,981

$

65,963

$

64,018


Amortization expense totaled $2,348 and $2,305 for the three months ended, March 31, 2012 and 2011, respectively. Estimated aggregate amortization expense for each of the next five years is as follows:


Year ending December 31,

 

 

 

                2012

  

$

7,309

  

                2013

  

  

9,743

  

                2014

  

  

8,692

  

                2015

  

  

5,527

  

                2016

  

  

5,527

  

Thereafter

  

  

27,220

  

 

 

  

  

  

$

64,018

  

 

 

  


Impairment and Disposal of Long-Lived Assets


The Company evaluates the carrying value of its long-lived assets under the provisions of Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” now referred to as ASC 360-10 Property, Plant, and Equipment – “Impairment or Disposal of Long Lived Assets” subsections” . ASC 306-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.  The Company’s last impairment analysis wascompleted effective December 31, 2011.  Impairment recorded for each of the three months ended March 31, 2012 and 2011 was $-0-.  See Note 3.


Loss per Common Share


The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock

method in determining common stock equivalents. At March 31, 2012 and 2011, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.


Fair Value of Financial Instruments


The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.


The FASB Accounting Standards Codification (ASC) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


  

Level 1:

Quoted prices in active markets for identical assets or liabilities.

  

Level 2:

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

  

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


Subsequent Events



10





The Company has evaluated all subsequent events through the date the financial statements were available to be issued (see Note 9).




Note 3.     Intangible and Fixed Assets


Intangible Assets


On November 13, 1995 the Company filed a patent application with the U.S. Patent and Trademark Office, which was granted on September 28, 1999 as patent #5,960,447, “Word Tagging and Editing System for Speech Recognition”. In accordance with 35 USC 154, the term for the above referenced patent shall be for a period beginning on the date on which the patent issues and ending 20 years from the date on which the application for the patent was filed in the United States. The above referenced U.S. Patent will expire on November 13, 2015.


The Company monitors the anticipated outcome of legal actions, and if it determines that the success of the defense of a patent is probable, and so long as the Company believes that the future economic benefit of the patent will be increased, the Company capitalizes external legal costs incurred in the defense of the patent. Upon successful defense of litigation, the amounts previously capitalized are amortized over the remaining life of the patent.


On July 7, 2009, Patent No.: US 7,558,730 titled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the United States Patent and Trademark Office.  In accordance with 35 USC 154, the patent shall be for a term beginning on July 7, 2009 and ending 20 years from the application date of November 27, 2001.  The patent will expire on November 27, 2021.  The deferred fees were capitalized during the quarter ended September 30, 2009 and the Company began amortization.


On March 9, 2010 the United States Patent and Trademark Office declared interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party.  Interference is a proceeding before the Board of Patent Appeals and Interference (“BPAI”) in instances where two or more parties claim patent rights to the same technology. The U.S. patent system awards patents to the first party to invent a particular technology.  In an interference, the primary purpose is to determine which party invented the technology first, and to award the patent to that party.  The Company has been a party to the patent interference proceedings since March 2010.  Due to the absence of a decision by the end of 2010, in the 4th quarter of 2010, AVRS impaired 100% of the deferred costs associated with the interference, resulting in a $1,068,860 impairment loss.  The expense in 2011 was $44,006.98, and the expense for the three months ended March 31, 2012 was $8,129.26.  On April 27, 2012, the BPAI entered a judgment that all of the claims in the application of AVRS are unpatentable.  AVRS is evaluating its options regarding this decision.   


On May 24, 2011 Patent No. US 7,949,534 was issued by the United States Patent and Trademark Office. In accordance with 35 USC 154, the patent shall be for a term beginning May 24, 2011 and ending 20 years from the application date of the parent application (US Patent No. #7,558,730) of November 27, 2001.  The patent will expire on November 27, 2021.  The deferred fees were capitalized during the quarter ended June 30, 2011 and the Company began amortization.


On March 6, 2012 Patent No. US 8,131,557 was issued by the United States Patent and Trademark Office.  In accordance with 35 USC 154, the patent shall be for a term beginning March 6, 2012 and ending 20 years from the application date of the parent application (US Patent No. 7,558,730) of November 27, 2001.  The patent will expire on November 27, 2021.  The deferred fees were capitalized during the quarter ended March 31, 2012 and the Company began amortization.


 

 

 

March 31,

 

 

 

2012

 

 

2011

 

 

 

 

 

 

 

US Patent #5,960,447

 

$

63,247

 

$

63,247

US Patent #7,558,730

 

 

58,277

 

 

58,277

US Patent #7,949,534

 

 

3,365

 

 

0

US Patent #8,131,557

 

 

5,092

 

 

0

 

 

 

129,981

 

 

121,524

Less: Accumulated Amortization

 

 

(65,963)

 

 

(56,699)

 

 

$

64,018

 

$

64,825


Fixed Assets


Fixed assets consist of the following:



11





 

 

 

March 31,

 

 

 

2012

 

 

2011

 

 

 

 

 

 

 

Computer equipment

 

$

6,627

 

$

3,850

Computer software

 

 

3,640

 

 

3,640

 

 

 

10,267

 

 

7,490

Less: Accumulated Depreciation

 

 

(4,939)

 

 

(4,165)

 

 

$

5,328

 

$

3,325


Assets disposed of during the nine months ended September 30, 2011 include a laptop costing $900 and having accumulated depreciation of $405.  A loss of $495 was taken.  The laptop was scrapped.  Depreciation expense totaled $331 and $496 for the three months ended March 31, 2012 and 2011 respectively.




Note 4.     Related Party Transactions


Contributed Services


During the years from 2000 through 2011 the Company’s officers and employees contributed management services and administrative services. The fair value of those services was recorded in the accompanying financial statements based on the prevailing rates for such services, with a corresponding credit to Additional paid-in capital. Contributed services recorded in the accompanying financial statements consisted of the following:


Year ended December 31,

 

 

2000

 

$

520,000

2001

 

 

720,500

2002

 

 

50,767

2003

 

 

18,749

2004

 

 

58,651

2005

 

 

158,648

2006

 

 

70,189

2007

 

 

83,652

2008

 

 

121,077

2009

 

 

238,837

2010

 

 

215,376

2011

 

 

61,536

 

 

$

2,317,982


Indebtedness to Related Parties


During the years from 2000 through 2011, certain officers advanced the Company working capital to maintain the Company’s operations. The Company owed the officers $5,800 at March 31, 2012 and December 31, 2011.


The Company’s President advanced the Company working capital of $225,544 which was converted into a promissory note in May 2008. On March 7, 2011 the Company repaid the note in full.


During 2009, the Company’s President advanced the Company working capital of $80,000 which was converted into a second promissory note in October 2009. As of December 31, 2011 the Company repaid the note in full.




Note 5.     Income Taxes


A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows:


 

December 31,

 

2011

  

2010

U.S. federal statutory graduated rate

  

  

34.00%

  

34.00%

State income tax rate, net of federal benefit

  

  

0.00%

  

0.00%

Contributed services

  

  

-5.05%

  

-3.84%

Costs capitalized under Section 195

  

  

-28.95%

  

-30.16%

 

 

  

 

                                   Effective rate

  

  

0.00%

  

0.00%

 

 

  

 


The Company is considered a start-up company for income tax purposes. As of March 31, 2012, the Company had not commenced its trade operations, so all costs were capitalized under Section 195. Accordingly, the Company had no net operating loss carry forwards at March 31, 2012.




Note 6 .    Concentration of Risk


Beginning March 31, 2010, through March 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions.  On March 31, 2012, the Company had cash balances at one FDIC insured financial institution of $144,380 in non-interest bearing accounts that were fully insured by the FDIC,

 



Note 7.     Prepaid Expenses


On March 12, 2010, the Company paid a $65,000 retainer to a law firm in connection with the patentability phase of the interference proceedings that is to be applied to the final billing.  On November 9, 2011 the retainer was applied to the outstanding balance reducing the accounts payable.


On April 6, 2010 the Company paid a second $65,000 retainer to a law firm for representation in anticipation of discovery request in connection with a lawsuit between Allvoice Developments, US, LLC and Microsoft Corporation. The retainer is to be applied to the final billing.  On November 9, 2011 the retainer was applied to the outstanding balance reducing the accounts payable.




Note 8.

Stockholder Equity / (Deficit)   


The Company has issued shares of its common stock pursuant to certain agreements as described in Note 1.




Note 9.     Subsequent Events


On April 27, 2012, a panel of the Board of Patent Appeals and Interferences ("BPAI") entered a judgment that all of the claims in Application No. 09/351,542 (i.e., the application that is involved in Interference No. 105,746 with  U.S. Patent No. 5,799,273 owned by Allvoice Developments US, LLC) are unpatentable.  AVRS is evaluating its options regarding this decision.

  


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


The statements contained in this Quarterly Report that are not historical are “forward-looking statements”, which can be identified by use of terms such as “may”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

The forward-looking statements contained in this 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this 10-Q are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to various factors listed in this Quarterly Report. All



13




forward-looking statements speak only as of the date of this 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Overview


We are a software development company headquartered in Scottsdale, Arizona, with an office in Mitchell, South Dakota. We specialize in creating interface and application solutions for speech recognition technologies. Our speech recognition software and related firmware was first introduced in 1994 at an industry trade show.  We currently have limited capital resources.  We are not currently engaged in marketing any products.  Our principal assets are our patents.  Our business strategy will be to attempt to interest other companies in entering into license agreements or other strategic relationships and to support and defend our patents through infringement and interference proceedings, as appropriate.


Results of Operations


We completed a stock exchange on May 19, 2008 and changed our business model. We have not generated any revenue since the stock exchange and do not have any cash generating product or licensing sales. We are a development stage enterprise that has incurred losses since Inception (March 15, 1994).


At March 31, 2012, we had current assets of $144,380, and current liabilities of $219,217, as compared to $390,733 current assets and $551,950 in current liabilities at March 31, 2011. Our decrease in current assets is attributable to our payments of Accounts Payable. Our decrease in current liabilities primarily is due to the decreased professional fees incurred in connection with the interference proceedings in the USPTO.


We had a net loss of $117,431 and $150,238 for the three months ended March 31, 2012 and 2011 respectively. The decrease in net loss is attributable to decreased professional fees incurred in the three months ended March 31, 2012 in connection with the interference proceedings in the USPTO.


Liquidity and Capital Resources

For the three months ended March 31, 2012, we used $171,587 of cash in operating activities and $5,438 of cash in investing activities, and we received $308,000 of cash in connection with transactions involving our common stock. As a result, for the three months ended March 31, 2012, we recognized a $130,975 net increase in cash on hand. For the three months ended March 31, 2011, $168,604 cash was used in operating activities , $3,910 cash in investing activities, and we received $362,000 of cash from the sale of our common stock and repaid $57,313 on a promissory note form a shareholder, resulting in a $132,173 increase in cash on hand for the period.


Historically, our President has loaned or advanced to us funds for working capital on an “as needed” basis. There is no assurance that these loans or advances will continue in the future. Because of our history of losses, and lack of assurance of additional financing, the audit report on our financial statements at December 31, 2011 contained a “going concern” opinion regarding doubt about our ability to continue as a going concern.


We will require additional debt or equity financing or a combination of both in order to carry out our business plan. We incurred substantial legal fees and costs in connection with the interference proceeding with Allvoice, which may continue.  The recent decision of the BPAI was adverse to us, and there is no assurance of a positive outcome.  The associated costs and fees may ultimately not be recoverable.  In carrying out our business strategy, we will likely continue to incur expenses in defending our patents and pursuing license agreements.  We plan to raise additional funds through future sales of our securities, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance we will be successful in raising additional capital or achieving profitable operations. Our board of directors may attempt to use non-cash consideration to satisfy obligations that may consist of restricted shares of our common stock. These actions would result in dilution of the ownership interests of existing shareholders and may further dilute our common stock book value.


To obtain sufficient funds to meet our future needs for capital, we will from time to time, evaluate opportunities to raise financing through sales of our securities. However, future equity or debt financing may not be available to us at all, or if available, may not be on terms acceptable to us. We do not intend to pay dividends to shareholders in the foreseeable future.


U.S. Patent #5,960,447 includes 42 claims that we believe cover an extremely broad base of features applicable to existing Automatic Speech Recognition products and markets.


U.S. Patent #7,558,730 expands an extremely broad base of features in speech recognition and transcription across heterogeneous protocols.  


U.S. Patent #7,949,534 and U.S. Patent #8,131,557 are continuations of U.S. Patent #7,558,730.   We intend to use our patent protection to our advantage by licensing or otherwise. If our licensing and other efforts prove successful, our liquidity may increase.

 



14




In order for our operations to continue, we will need to generate revenues from our intended operations sufficient to meet our anticipated cost structure. We may encounter difficulties in establishing these operations due to our inability to successfully prosecute any patent enforcement actions or our inability to effectively execute our business plan.


If we do not raise additional capital, or we are unable to obtain additional financing, or begin to generate revenues from our intended operations, we may have to scale back or postpone the development and marketing of our products or the enforcement of our patent rights until such financing is available.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements.


Item 3. Quantitative and Qualitative Disclosure About Market Risk


As a “smaller reporting compay” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


Item 4.   Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our chief executive officer, who also is our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2012. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our chief executive officer, who also is our chief financial officer, concluded that our disclosure controls and procedures are designed at a reasonable assurance level and were fully effective as of March 31, 2012 in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated  to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




15




PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


As discussed in Note 9 to the Financial Statements in Part I of this 10-Q Report, the Company has been involved in a material interference proceeding conducted by the USPTO.  On April 27, 2012, a panel of the Board of Patent Appeals and Interferences ("BPAI") entered a judgment that all of the claims in Application No. 09/351,542 (i.e., the application that is involved in Interference No. 105,746 with  U.S. Patent No. 5,799,273 owned by Allvoice Developments US, LLC) are unpatentable.  AVRS is evaluating its options regarding this decision.  


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURIES AND USE OF PROCEEDS


The Company issued 7,040,000 shares of restricted common stock during the three months ended March 31, 2012.  Proceeds were used for operating expenses and accounts payable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.  OTHER INFORMATION   

None.


ITEM 6. EXHIBITS.

INDEX

Exhibit

Description


2.1

Stock Exchange Agreement dated April 14, 2008, between Samoyed Energy Corp. and Certain Shareholders of Advanced Voice Recognition Systems, Inc.(1)

2.2

Agreement and Plan of Merger between Samoyed Energy Corp. and Advanced Voice Recognition Systems, Inc.(2)

2.3

Agreement and Plan of Merger between Advanced Voice Recognition Systems, Inc. and NCC, LLC(1)(2)

3.1

Articles of Incorporation(3)

3.2

Certificate of Change to Articles of Incorporation(4)

3.3

Bylaws(3)

10.1

Letter of Intent dated January 1, 2008 between Samoyed Energy Corp. and Advanced Voice Recognition Systems, Inc.(5)

10.2

Termination Agreement dated January 22, 2008 between Samoyed Energy Corp. and 313866 Alberta Ltd.(6)

10.3

Extension of Letter of Intent dated March 28, 2008 between Samoyed Energy Corp. and Advanced Voice Recognition Systems, Inc.(7)

10.4

Purchase and Sale Agreement dated May 15, 2008 between Samoyed Energy Corp. and Stone Canyon Resources, Inc.(8)

10.5

Promissory Note dated May 13, 2008 made by Advanced Voice Recognitions, Inc. to Walter Geldenhuys(9)

10.6

Form of Lock-Up Agreement(9)

10.7

Purchase Agreement dated September 24, 2008 between Advanced Voice Recognition Systems, Inc. and Lion Share Capital LLC(10)

10.8

Letter Agreement dated September 29, 2008 between Advanced Voice Recognition Systems, Inc. and Lambert Lavallee(10)

10.9

Letter Agreement dated January 13, 2009 between Advanced Voice Recognition Systems, Inc. and Lambert Lavallee(11)

10.10

Letter Agreement dated March 18, 2009 between Advanced Voice Recognition Systems, Inc. and Equiti-trend Advisors, LLC (12)

10.11

Letter Agreement dated May 26, 2009 between Advanced Voice Recognition Systems, Inc. and Lambert Lavallee (13)

10.12

Allonge to Promissory Note dated July 6, 2009 between Advanced Voice Recognition Systems, Inc. and Walter Geldenhuys (14)

  

10.13

Promissory Note dated October 9, 2009 between Advanced Voice Recognition Systems, Inc. and Walter Geldenhuys (16)

  

10.14

Second Allonge to Promissory Note dated November 13, 2009 between Advanced Voice Recognition Systems, Inc. and Walter Geldenhuys (17)

  

10.15

Letter Agreement dated November 18, 2009 between Advanced Voice Recognition Systems, Inc. and Lambert Lavallee (18)

  

  

10.16

Letter Agreement dated December 9, 2009 between Advanced Voice Recognition Systems, Inc. and OTC Navigation (19)

  

  

10.17

Strict Foreclosure dated January 11, 2010 between Advanced Voice Recognition Systems, Inc and Lion Share Capital (20)

10.18

Purchase Agreement dated March 10, 2010 between Advanced Voice Recognition Systems, Inc. and Investors. (21)

10.19

Letter Agreement dated March 31, 2010 between Advanced Voice Recognition Systems, Inc. and Lambert Lavallee (22)

10.20

Second Allonge to Promissory Note dated April 9, 2010 between Advanced Voice Recognition Systems, Inc and Walter Geldenhuys (23)

10.21

Third Allonge to Promissory Note dated April 9, 2010 between Advanced Voice Recognition Systems, Inc. and Walter Geldenhuys (24)

10.22

Purchase Agreement dated May 4, 2010 between Advanced Voice Recognition Systems, Inc. and Investors. (25)

10.23

Purchase Agreement dated July 26, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (26)

10.24

Purchase Agreement dated August 28, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (27)

10.25

Purchase Agreement dated September 2, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (28)

10.26

Purchase Agreement dated September 3, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (29)

10.27

Purchase Agreement dated September 24, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (30)

10.28

Purchase Agreement dated October 19, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (31)

10.29

Purchase Agreement dated October 20, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (32)

10.30

Purchase Agreement dated October 27, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (33)

10.31

Purchase Agreement dated November 4, 2010 between Advanced Voice Recognition Systems, Inc. and three Investors. (34)

10.32

Purchase Agreement dated December 22, 2010 between Advanced Voice Recognition Systems, Inc. and an Investor. (35)

10.33

Termination Agreement dated March 1, 2011 between Advanced Voice Recognition Systems, Inc. and an Investor. (36)

10.34

Purchase Agreement dated March 9, 2011 between Advanced Voice Recognition Systems, Inc. and an Investor. (37)

 

 

10.35

Second Allonge to Promissory Note dated June 6, 2011 between Advanced Voice Recognition Systems, Inc. and Walter Geldenhuys (38)

 

 

10.36

Changes in Registrants Certifying Accountant. (39)

 

 

10.37

Purchase Agreement dated January 10, 2012 between Advanced Voice Recognition Systems, Inc. and an Investor. (40)

10.38

Purchase Agreement dated January 25, 2012 between Advanced Voice Recognition Systems, Inc. and four Investors. (41)

14.1

Code of Ethics(15)

21.1

Subsidiaries of the Registrant(15)

31.1

Section 302 Certification - Principal Executive Officer(20)

31.2

Section 302 Certification - Principal Financial Officer(20)

32.1

Certification Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(20)


(1)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2008.

(2)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 10, 2008.

(3)     Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on October 31, 2005.

(4)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 18, 2007.

(5)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 4, 2008.

(6)     Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on February 14, 2008.

(7)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 31, 2008.

(8)     Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 21, 2008.

(9)     Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.

(10)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2008.

(11)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 20, 2009.

(12)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 23, 2009

(13)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 1, 2009

(14)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 14, 2009

(15)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 30, 2009

(16)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 15, 2009

(17)    Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2009

(18)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 23, 2009

(19)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 13, 2009

(20)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2010

(21)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 16, 2010 

(22)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 6, 2010 

(23)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010 

(24)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010 

(25)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 10, 2010 

(26)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 30, 2010 

(27)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 2, 2010 

(28)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 9, 2010 

(29)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 10, 2010 

(30)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 27, 2010 

(31)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 25, 2010 

(32)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 26, 2010 

(33)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 1, 2010 

(34)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 9, 2010 



17




(35)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 28, 2010 

(36)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 7, 2011 

(37)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 15, 2011 

(38)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 10, 2011 

(39)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 31, 2011 

(40)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 17, 2012

(41)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 30, 2012 



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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

 

 

 

 

 

 

 

 ADVANCED VOICE RECOGNITION SYSTEMS, INC.

Dated May 10, 2012

By:

/s/Walter Geldenhuys

 

 

Walter Geldenhuys

 

 

President, Chief Executive Officer, and Chief Financial Officer

(Principal Executive Officer)

 

 

 

Dated May 10, 2012

By:

/s/ Diane Jakowchuk

 

 

Diane Jakowchuk

 

 

Secretary, Treasurer and Principal Accounting Officer

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 






19