Advanced Voice Recognition Systems, Inc - Quarter Report: 2008 September (Form 10-Q)
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 September 30, 2008
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 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
November 13, 2008, 180,700,008 shares of Advanced Voice Recognition Systems,
Inc. common stock, $.001 par value, were outstanding.
Advanced
Voice Recognition Systems, Inc.
Table
of Contents
PART
I - FINANCIAL INFORMATION
|
|||
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Page
|
Item
1.
|
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Financial
Statements
|
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|
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|
Consolidated
Balance Sheets as of September 30, 2008 Unaudited and December 31,
2007
|
1
|
|
|
|
|
|
|
Unaudited
Consolidated Statements of Operations for the three and nine months
Ended
September 30, 2008 and 2007 and from Inception to September 30,
2008
|
2
|
|
|
|
|
|
|
Unaudited
Consolidated Statement of Stockholders’ Deficit as of September 30,
2008
|
4
|
|
|
|
|
|
|
Unaudited
Consolidated Statements of Cash Flows for the nine months ended September
30, 2008 and 2007 and from Inception through September 30,
2008
|
7
|
|
|
|
|
|
|
Notes
to Unaudited Consolidated Financial Statements
|
8
|
|
|
|
|
Item
2.
|
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
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|
|
|
|
Item
4T.
|
|
Controls
and Procedures
|
14
|
|
|
|
|
|
|
|
|
Item
1.
|
|
Legal
Proceedings
|
15
|
|
|
|
|
Item
2
|
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
|
|
|
|
Item
3.
|
|
Defaults
Upon Senior Securities
|
15
|
|
|
|
|
Item
4.
|
|
Submission
of Matters to a Vote of Security Holders
|
15
|
|
|
|
|
Item
5.
|
|
Other
Information
|
15
|
|
|
|
|
|
Exhibits
|
16
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|
|
|
|
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|
|
17
|
Advanced
Voice Recognition Systems, Inc.
Consolidated
Balance Sheets
|
SEPTEMBER 30,
|
DECEMBER 31,
|
|||||
|
2008
|
2007
|
|||||
|
(Unaudited)
|
|
|||||
Current
Assets
|
|||||||
Cash
|
$
|
86,888
|
$
|
-
|
|||
Prepaid Expenses (Note 7)
|
20,000
|
-
|
|||||
Total
Current Assets
|
106,888
|
-
|
|||||
|
|||||||
Fixed
Assets (Note 3)
|
|||||||
Computer Software, net
|
$
|
2,754
|
$
|
-
|
|||
Total
Fixed Assets
|
2,754
|
-
|
|||||
|
|||||||
Intangible
Assets (Note 3)
|
|||||||
Patent, net
|
$
|
25,293
|
$
|
28,461
|
|||
Deferred costs
|
48,298
|
48,298
|
|||||
Total
Intangible Assets
|
73,591
|
76,759
|
|||||
Total
Assets
|
$
|
183,233
|
$
|
76,759
|
|||
|
|||||||
|
|||||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
|
|||||||
Current
Liabilities
|
|||||||
Accounts payable
|
$
|
101,324
|
$
|
58,853
|
|||
Accrued interest to related party (Note 4)
|
2,273
|
-
|
|||||
Indebtedness to related parties (Note 4)
|
231,344
|
231,344
|
|||||
Total
Current Liabilities
|
334,941
|
290,197
|
|||||
|
|||||||
Stockholders'
Deficit
|
|||||||
Common stock, $.001 par value; 547,500,000
shares authorized, 180,700,008 and 140,000,000
shares issued and outstanding
respectively (unaudited)
|
180,700
|
140,000
|
|||||
Additional paid-in capital
|
9,116,555
|
3,744,407
|
|||||
Note Receivable (Note 1)
|
(5,000,000
|
)
|
-
|
||||
Deficit accumulated during development stage
|
(4,448,963
|
)
|
(4,097,845
|
)
|
|||
Total
Stockholders' Deficit
|
(151,708
|
)
|
(213,438
|
)
|
|||
Total
Liabilities and Stockholders' Deficit
|
$
|
183,233
|
$
|
76,759
|
The
accompanying notes are an integral part of these financial
statements.
1
Consolidated
Statements of Operations
(Unaudited)
|
|
|
|
|
MARCH 15, 1994
|
|||||||||||
|
FOR THE THREE
|
FOR THE NINE
|
(INCEPTION)
|
|||||||||||||
|
MONTHS ENDED
|
MONTHS ENDED
|
THROUGH
|
|||||||||||||
|
SEPTEMBER 30,
|
SEPTEMBER 30,
|
SEPTEMBER 30,
|
|||||||||||||
|
2008
|
2007
|
2008
|
2007
|
2008
|
|||||||||||
|
(Unaudited)
|
(Unaudited)
|
(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)
|
41,806
|
20,913
|
81,848
|
63,820
|
1,763,004
|
|||||||||||
General and administrative:
|
||||||||||||||||
Compensation
|
-
|
-
|
-
|
-
|
570,000
|
|||||||||||
Professional fees
|
99,489
|
-
|
246,540
|
19,201
|
681,398
|
|||||||||||
Office
|
-
|
-
|
-
|
-
|
238,410
|
|||||||||||
Rent
|
-
|
-
|
-
|
-
|
157,356
|
|||||||||||
Travel
|
4,991
|
-
|
7,382
|
-
|
128,115
|
|||||||||||
Advertising
|
-
|
-
|
-
|
-
|
81,090
|
|||||||||||
Bad debt expense
|
-
|
-
|
-
|
-
|
67,217
|
|||||||||||
Other
|
5,785
|
1,054
|
11,889
|
3,162
|
382,118
|
|||||||||||
Total
operating expenses
|
152,071
|
21,967
|
347,659
|
86,183
|
5,258,239
|
|||||||||||
|
||||||||||||||||
Loss
from operations
|
(152,071
|
)
|
(21,967
|
)
|
(347,659
|
)
|
(86,183
|
)
|
(4,395,693
|
)
|
||||||
|
||||||||||||||||
Other
income and (expense):
|
||||||||||||||||
Investment Income
|
-
|
-
|
-
|
-
|
5,062
|
|||||||||||
Interest expense
|
(2,273
|
)
|
-
|
(3,459
|
)
|
-
|
(44,829
|
)
|
||||||||
Loss on sale of assets
|
-
|
-
|
-
|
-
|
(13,503
|
)
|
||||||||||
Net
other expense
|
(2,273
|
)
|
-
|
(3,459
|
)
|
-
|
(53,270
|
)
|
||||||||
|
||||||||||||||||
Loss
before income taxes
|
(154,344
|
)
|
(21,967
|
)
|
(351,118
|
)
|
(86,183
|
)
|
(4,448,963
|
)
|
||||||
|
||||||||||||||||
Provision
for income taxes (Note 5)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
|
||||||||||||||||
Net
Loss
|
$
|
(154,344
|
)
|
$
|
(21,967
|
)
|
$
|
(351,118
|
)
|
$
|
(86,183
|
)
|
$
|
(4,448,963
|
)
|
2
|
|
|
|
|
MARCH 15, 1994
|
|||||||||||
|
FOR THE THREE
|
FOR THE NINE
|
(INCEPTION)
|
|||||||||||||
|
MONTHS ENDED
|
MONTHS ENDED
|
THROUGH
|
|||||||||||||
|
SEPTEMBER 30,
|
SEPTEMBER 30,
|
SEPTEMBER 30,
|
|||||||||||||
|
2008
|
2007
|
2008
|
2007
|
2008
|
|||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Basic
and diluted loss per common share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
|
||||||||||||||||
Weighted
average number of common shares outstanding
|
165,743,486
|
140,000,000
|
154,337,505
|
140,000,000
|
The
accompanying notes are an integral part of these
financial statements.
3
Advanced
Voice Recognition Systems, Inc.
Consolidated
Statement of Stockholders’ Deficit
(Unaudited)
Deficit
|
||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||
NCC, LLC
|
Additional
|
During
|
||||||||||||||||||||
Membership
|
Common Stock
|
Paid-in
|
Note
|
Development
|
||||||||||||||||||
Interests
|
Shares
|
Amount
|
Capital
|
Receivable
|
Stage
|
Total
|
||||||||||||||||
Balance
at March 15, 1994 (inception)
|
$
|
-
|
750
|
$
|
1,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,000
|
|||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(3,976
|
)
|
(3,976
|
)
|
|||||||||||||
Balance
at December 31, 1994
|
-
|
750
|
1,000
|
-
|
-
|
(3,976
|
)
|
(2,976
|
)
|
|||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(38,516
|
)
|
(38,516
|
)
|
|||||||||||||
Balance
at December 31, 1995
|
-
|
750
|
1,000
|
-
|
-
|
(42,492
|
)
|
(41,492
|
)
|
|||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(144,843
|
)
|
(144,843
|
)
|
|||||||||||||
Balance
at December 31, 1996
|
-
|
750
|
1,000
|
-
|
-
|
(187,335
|
)
|
(186,335
|
)
|
|||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(3,291
|
)
|
(3,291
|
)
|
|||||||||||||
Balance
at December 31, 1997
|
-
|
750
|
1,000
|
-
|
-
|
(190,626
|
)
|
(189,626
|
)
|
|||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(537,561
|
)
|
(537,561
|
)
|
|||||||||||||
Balance
at December 31, 1998
|
-
|
750
|
1,000
|
-
|
-
|
(728,187
|
)
|
(727,187
|
)
|
|||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(512,491
|
)
|
(512,491
|
)
|
|||||||||||||
Balance
at December 31, 1999
|
-
|
750
|
1,000
|
-
|
-
|
(1,240,678
|
)
|
(1,239,678
|
)
|
|||||||||||||
May
19, 2000, obligations contributed to capital
|
-
|
-
|
-
|
1,335,432
|
-
|
-
|
1,335,432
|
|||||||||||||||
May
19, 2000, paid-in capital of NCC, Inc. transferred to NCC, LLC
membership interests
|
1,336,432
|
(750
|
)
|
(1,000
|
)
|
(1,335,432
|
)
|
-
|
-
|
-
|
||||||||||||
May
19, 2000, acquisition of NCC, Inc. by NCC, LLC
|
487,500
|
-
|
-
|
-
|
-
|
-
|
487,500
|
|||||||||||||||
Contributed
services (Note 4)
|
520,000
|
-
|
-
|
-
|
-
|
-
|
520,000
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(1,125,348
|
)
|
(1,125,348
|
)
|
|||||||||||||
Balance
at December 31, 2000
|
2,343,932
|
-
|
-
|
-
|
-
|
(2,366,026
|
)
|
(22,094
|
)
|
|||||||||||||
Contributed
services (Note 4)
|
720,500
|
-
|
-
|
-
|
-
|
-
|
720,500
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(990,765
|
)
|
(990,765
|
)
|
|||||||||||||
Balance
at December 31, 2001
|
3,064,432
|
-
|
-
|
-
|
-
|
(3,356,791
|
)
|
(292,359
|
)
|
4
Deficit
|
||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||
NCC, LLC
|
Additional
|
During
|
||||||||||||||||||||
Membership
|
Common Stock
|
Paid-in
|
Note
|
Development
|
||||||||||||||||||
Interests
|
Shares
|
Amount
|
Capital
|
Receivable
|
Stage
|
Total
|
||||||||||||||||
Various
dates, payment of expenses by member
|
257
|
-
|
-
|
-
|
-
|
-
|
257
|
|||||||||||||||
Contributed
services (Note 4)
|
50,767
|
-
|
-
|
-
|
-
|
-
|
50,767
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(191,542
|
)
|
(191,542
|
)
|
|||||||||||||
Balance
at December 31, 2002
|
3,115,456
|
-
|
-
|
-
|
-
|
(3,548,333
|
)
|
(432,877
|
)
|
|||||||||||||
Various
dates, payment of expenses by member
|
600
|
-
|
-
|
-
|
-
|
-
|
600
|
|||||||||||||||
Contributed
services (Note 4)
|
18,749
|
-
|
-
|
-
|
-
|
-
|
18,749
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(19,349
|
)
|
(19,349
|
)
|
|||||||||||||
Balance
at December 31, 2003
|
3,134,805
|
-
|
-
|
-
|
-
|
(3,567,682
|
)
|
(432,877
|
)
|
|||||||||||||
December
31, 2004, obligation to member contributed to
capital
|
378,462
|
-
|
-
|
-
|
-
|
-
|
378,462
|
|||||||||||||||
Contributed
services (Note 4)
|
58,651
|
-
|
-
|
-
|
-
|
-
|
58,651
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(58,651
|
)
|
(58,651
|
)
|
|||||||||||||
Balance
at December 31, 2004
|
3,571,918
|
-
|
-
|
-
|
-
|
(3,626,333
|
)
|
(54,415
|
)
|
|||||||||||||
July
7, 2005, Incorporation of AVRS from NCC LLC
|
(3,571,918
|
)
|
93,333,333
|
93,333
|
3,478,585
|
-
|
-
|
-
|
||||||||||||||
membership
interests and subsequent reverse
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
merger
with Samoyed Energy Corp (Note 1) December 20, 2005 1.5 to 1
stock
split
|
-
|
46,666,667
|
46,667
|
(46,667
|
)
|
-
|
-
|
-
|
||||||||||||||
Contributed
services (Note 4)
|
-
|
-
|
-
|
158,648
|
-
|
-
|
158,648
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(241,957
|
)
|
(241,957
|
)
|
|||||||||||||
Balance
at December 31, 2005
|
-
|
140,000,000
|
140,000
|
3,590,566
|
-
|
(3,868,290
|
)
|
(137,724
|
)
|
|||||||||||||
Contributed
services (Note 4)
|
-
|
-
|
-
|
70,189
|
-
|
-
|
70,189
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(106,867
|
)
|
(106,867
|
)
|
|||||||||||||
Balance
at December 31, 2006
|
-
|
140,000,000
|
140,000
|
3,660,755
|
-
|
(3,975,157
|
)
|
(174,402
|
)
|
|||||||||||||
Contributed
services (Note 4)
|
-
|
-
|
-
|
83,652
|
-
|
-
|
83,652
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(122,688
|
)
|
(122,688
|
)
|
|||||||||||||
Balance
at December 31, 2007
|
-
|
140,000,000
|
140,000
|
3,744,407
|
-
|
(4,097,845
|
)
|
(213,438
|
)
|
|||||||||||||
April
28, 2008, Stock issued in recapitalization
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5
Deficit
|
||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||
NCC, LLC
|
Additional
|
During
|
||||||||||||||||||||
Membership
|
Common Stock
|
Paid-in
|
Note
|
Development
|
||||||||||||||||||
Interests
|
Shares
|
Amount
|
Capital
|
Receivable
|
Stage
|
Total
|
||||||||||||||||
with
Samoyed (Note 1) (unaudited)
|
-
|
24,700,008
|
24,700
|
(24,700
|
)
|
-
|
-
|
-
|
||||||||||||||
September
25, 2008 Stock issued in Purchase Agreement with Lion Share Capital
(Note
1) (unaudited)
|
-
|
16,000,000
|
16,000
|
4,984,000
|
(5,000,000
|
)
|
-
|
-
|
||||||||||||||
Contributed
services (Note 4) (unaudited)
|
-
|
-
|
-
|
81,848
|
-
|
-
|
81,848
|
|||||||||||||||
Contributed
cash for 500,000 shares(Note 1) (unaudited)
|
-
|
-
|
-
|
250,000
|
-
|
-
|
250,000
|
|||||||||||||||
Contributed
cash for 202,500 shares (Note 1) (unaudited)
|
-
|
-
|
-
|
81,000
|
-
|
-
|
81,000
|
|||||||||||||||
Net
Loss, nine months ended September 30, 2008 (unaudited))
|
-
|
-
|
-
|
-
|
-
|
(351,118
|
)
|
(351,118
|
)
|
|||||||||||||
Balance
at September 30, 2008 (unaudited)
|
$
|
-
|
180,700,008
|
$
|
180,700
|
$
|
9,116,555
|
$
|
(5,000,000
|
)
|
$
|
(4,448,963
|
)
|
$
|
(151,708
|
)
|
The
accompanying notes are an integral part of these financial
statements.
6
Consolidated Statements
of Cash Flows
(Unaudited)
|
|
MARCH 15, 1994
|
||||||||
|
FOR THE NINE
|
(INCEPTION)
|
||||||||
|
MONTHS ENDED
|
THROUGH
|
||||||||
|
SEPTEMBER 30,
|
SEPTEMBER 30,
|
||||||||
|
2008
|
2007
|
2008
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||||
Net loss
|
$
|
(351,118
|
)
|
$
|
(86,183
|
)
|
$
|
(4,448,963
|
)
|
|
Adjustments
to reconcile net loss to net cash
(used in) operating activities:
|
||||||||||
Amortization
|
3,418
|
3,162
|
38,204
|
|||||||
Contributed services
|
81,848
|
63,820
|
1,763,004
|
|||||||
Prepaid
Expenses
|
(20,000
|
)
|
-
|
(20,000
|
)
|
|||||
Computer
Software
|
(3,004
|
)
|
-
|
(3,004
|
)
|
|||||
Changes in operating liabilities:
|
||||||||||
Accounts payable
|
42,471
|
-
|
101,324
|
|||||||
Accrued interest related party
|
2,273
|
-
|
2,273
|
|||||||
Net
cash used in operating activities
|
(244,112
|
)
|
(19,201
|
)
|
(,2,567,162
|
)
|
||||
|
||||||||||
Cash
Flows from Investing Activities:
|
||||||||||
Payments for patents
|
-
|
-
|
(63,247
|
)
|
||||||
Payments for deferred costs
|
-
|
-
|
(48,298
|
)
|
||||||
Net
cash used in investing activities
|
-
|
-
|
(111,545
|
)
|
||||||
|
||||||||||
Cash
Flows from Financing Activities:
|
||||||||||
Proceeds issuance sale of common stock
|
331,000
|
-
|
2,534,251
|
|||||||
Payments on advances from shareholder
|
(34,047
|
)
|
-
|
(34,047
|
)
|
|||||
Proceeds from promissory notes and advances from
shareholder
|
34,047
|
19,201
|
265,391
|
|||||||
Net
cash provided by financing activities
|
331,000
|
19,201
|
2,765,595
|
|||||||
|
||||||||||
Net
change in cash
|
86,888
|
-
|
86,888
|
|||||||
|
||||||||||
Cash
at beginning of period
|
-
|
-
|
-
|
|||||||
|
||||||||||
CASH
AT END OF PERIOD
|
$
|
86,888
|
$
|
-
|
$
|
86,888
|
||||
|
||||||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||
Cash paid during the period for:
|
||||||||||
Interest
|
$
|
1,186
|
$
|
-
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
The
accompanying notes are an integral part of these financial
statements.
7
(A
Development Stage Company)
Notes
to
Unaudited Consolidated Financial Statements
Note
1
Nature of Operations
The
operations of Advanced Voice Recognition Systems, Inc. (“AVRS” or the “Company”)
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 the Company 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.
On
April
28, 2008, the Company entered into a Stock Exchange Agreement with Samoyed
Energy Corp., a Nevada corporation (“Samoyed”).
The
Agreement provides 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. 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.
This
acquisition has been treated as a 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. Costs of the transaction have been charged to the
period in which they are incurred.
On
June
10, 2008, the Company amended its Articles of Incorporation to change its name
from Samoyed Energy Corp. to Advanced Voice Recognition Systems, Inc.
As
a
result of the stock exchange and the transfer of the Company’s oil and gas
assets, the Company’s current operations are those of AVRS, and the Company’s
fiscal year became that of AVRS and now ends on December 31st.
The Company is not required to file a report covering a transition period
and will include audited financial information in its Annual Report on Form
10-K
for the fiscal year ending December 31, 2008.
On
May
19, 2008, pursuant to the Stock Exchange Agreement, the Company’s shareholders
exchanged with, and transferred to, Samoyed, all of the issued and outstanding
shares of its capital stock. In exchange, Samoyed exchanged with, and
issued to, the Company’s shareholders an aggregate of 140,000,000 shares of
Samoyed’s common stock. In connection with the closing of the Stock
Exchange Agreement:
· |
Samoyed
delivered to AVRS fully executed documents sufficient to evidence
the
transfer to Stone Canyon Resources, Inc. (“Stone Canyon”) of all of
Samoyed’s oil and gas assets, as well as all of the liabilities related to
those oil and gas assets, in exchange for the 22,749,998 shares of
Samoyed’s common stock currently owned by Stone Canyon, which transfer was
completed immediately following the closing of the Stock Exchange
Agreement;
|
· |
Certain
shareholders of Samoyed holding an aggregate of 500,000 shares of
Samoyed’s common stock paid to Samoyed
$250,000.
|
·
|
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 Stock Exchange Agreement,
or in the alternative, tender to Samoyed for cancellation two shares
of
Samoyed’s common stock for every $1 not paid. On September 29, 2008
the Company and the shareholder modified the agreement to provide
that the
shareholder is required to deliver to the Company an aggregate of
$1,400,000 on or before November 15, 2008 or in the alternative tender
to
Company for cancellation two and one-half shares (2 ½) of the Company’s
stock for every $1 not paid. As of September 30, 2008, the
shareholder has paid $81,000 representing 202,500 shares of common
stock.
|
8
· |
Certain
shareholders of Samoyed holding shares of Samoyed’s common stock agreed
that, commencing on the date the Stock Exchange Agreement closes,
and
ending on a date one year later, the shareholders will not, without
the
written consent of Samoyed, (i) sell, offer to sell, contract or
agree to
sell, hypothecate, hedge, pledge, grant any option to purchase, make
any
short sale or otherwise dispose of or agree to dispose of, directly
or
indirectly, certain of their shares of Samoyed’s common stock owned
directly by them, or with respect to which they have beneficial ownership
within the rules and regulations of the U.S. Securities and Exchange
Commission, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of those shares of Samoyed’s common stock
owned directly by them, or with respect to which they have beneficial
ownership within the rules and regulations of the U.S. Securities
and
Exchange Commission.
|
On
September 25, 2008, the Company entered into a purchase agreement dated
September 24, 2008 with Lion Share Capital, LLC, a Kansas limited liability
company, pursuant to which the Company received a promissory note in the
principal amount of $5,000,000 from Lion Share in exchange for 16,000,000 shares
of the Company’s common stock. Pursuant to the purchase agreement Lion Share is
required to pay the principal amount of the promissory note, together with
all
interest thereon in three installments. Lion Share pledged the shares of
common stock issued to it pursuant to the Purchase Agreement as collateral
to
secure Lion Share’s satisfaction of its obligations under the promissory
note. As of September 30, 2008 the 16,000,000 shares have been placed into
escrow. Portions of the shares of common stock pledged as collateral will
be released to Lion Share upon the Company’s receipt of the periodic principal
and interest payments.
AVRS
specializes in creating interface and application solutions for speech
recognition technologies. AVRS has successfully obtained patent protection
of its proprietary technology (refer to Note 3, Intangible Assets). The
Company is focusing 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.
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”. The Company has been in the development
stage since inception.
Note
2
Significant Accounting Policies
Unaudited
Financial Information
The
accompanying financial information as of and for the three months and nine
months ended September 30, 2008 and 2007, 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 September 30, 2008
and December 31, 2007, and its operating results for the three months and nine
months ended September 30, 2008 and 2007 have been made. The results of
operations for the three months and the nine months ended September 30, 2008
is
not necessarily an indication of the 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 and a net capital deficit. These factors, among others, may
indicate that the Company will 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 three and nine months ended
September 30, 2008 and 2007, the Company’s president has loaned or advanced the
Company funds for working capital on an “as needed” basis. There is no
assurance that these loans or advances will continue in the future. On
September 25, 2008 the Company entered into an agreement with Lion Share
Capital, LLC for the sale to Lion Share of 16,000,000 shares of the Company’s
common stock, and the Company received a $5,000,000 note from Lion Share.
There is no assurance that the Company will be successful in obtaining payments
on the note from Lion Share.
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.
9
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 and cash equivalents at September 30, 2008 of $86,888, and had no cash
or
cash equivalents at December 31, 2007.
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.
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.
Organization
Costs
Costs
related to the organization of the Company have been expensed as
incurred.
Research
and Development Costs
Research
and development costs are expensed in the period incurred.
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 patent over an estimated useful life of fifteen years. Amortization
expense totaled $1,056, $1,054, $3,168 and $3,162 for the three months, and
the
nine months ended September 30, 2008 and 2007, respectively. Estimated
aggregate amortization expense for each of the next five years is as
follows:
Year
ending December 31,
|
|
|||
2008
|
$
|
4,216
|
||
2009
|
4,216
|
|||
2010
|
4,216
|
|||
2011
|
4,216
|
|||
2012
|
4,216
|
|||
Thereafter
|
7,381
|
|||
|
$
|
28,461
|
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”.
Statement No. 144 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.
10
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 September 30, 2008 and 2007, there were no
variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, Fair
Value Measurements ("SFAS 157"),
which
provides guidance on how to measure assets and liabilities that use fair value.
SFAS 157 will apply whenever another US GAAP standard requires (or permits)
assets or liabilities to be measured at fair value but does not expand the
use
of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will
be
effective for fiscal years beginning after November 15, 2007
(January 1, 2008 for the Company).
In
June 2006, the FASB issued FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement
109 (“FIN
48”), which prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. Under FIN 48, the benefit of a tax
position may be recognized only if it is more likely than not that the tax
position will be sustained, based on the technical merits of the position,
by a
taxing authority having full knowledge of all relevant information.
In
February 2007, the FASB issued SFAS 159, The
Fair Value Option for Financial Assets and Financial Liabilities, including
an
amendment of FASB Statement No. 115
(“SFAS
159”), which permits entities to choose to measure eligible items at fair value
at specified election dates. Unrealized gains and losses on items for which
the
fair value option has been elected will be reported in earnings at each
subsequent reporting date.
In
December 2007, the FASB issued SFAS 160, Non-Controlling
Interests in Consolidated Financial Statements,
an
amendment of ARB No. 51,
which
applies to all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have
an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.
The
above
pronouncements are not currently expected to have a material effect on the
Company’s financial statements.
Note
3
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.
The
Company has applied for an additional patent on September 15, 2008 which has
not
been granted as of September 30, 2008. The Company capitalizes the
deferred costs associated with the applications and does not begin amortization
until the patent is granted.
Fixed
Assets consist of cost incurred to purchase assets. The Company purchased
software on July 3, 2008. The Company amortizes the software utilizing a
three year straight line method. Amortization expense totaled $250 for the
three months ended September 30, 2008.
11
Note
4
Related Party Transactions
Contributed
Services
During
the years from 2000 through 2007, and for the three months and nine months
ended
September 30, 2008, the Company’s officers and employees contributed research
and development 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
|
|||
|
1,681,156
|
|||
Nine
months ended September 30,
|
||||
2008
|
81,848
|
|||
|
$
|
1,763,004
|
Indebtedness
to Related Parties
During
the years from 2000 through 2007, and for the nine months ended September 30,
2008, certain officers advanced the Company working capital to maintain the
Company’s operations. As of September 30, 2008 and December 31, 2007, the
Company owed the officers $233,617 and $231,344, respectively. Most of
this debt is owed to the Company’s president and totaled $227,817 and $225,544
at September 30, 2008 and December 31, 2007, respectively. Of the amount
owed to the Company's president, $225,544 was represented by a promissory note
made by the Company in May 2008. The note carries a 4 percent annual
interest rate and matures on July 6, 2009. Accrued interest as of June 30,
2008 of $1,186 has been paid. Accrued interest as of September 30, 2008 is
$2,273. The remaining advances carry no interest rate and are due on
demand.
Note
5
Income Taxes
A
reconciliation of the U.S. statutory federal income tax rate to the effective
rate is as follows:
|
September 30,
|
||||||
|
2008
|
2007
|
|||||
|
|
|
|||||
U.S.
federal statutory graduated rate
|
35.61
|
%
|
18.94
|
%
|
|||
State
income tax rate, net of federal benefit
|
0.00
|
%
|
0.00
|
%
|
|||
Contributed
services
|
-8.31
|
%
|
-12.44
|
%
|
|||
Costs
capitalized under Section 195
|
-27.30
|
%
|
-6.50
|
%
|
|||
Effective
rate
|
0.00
|
%
|
0.00
|
%
|
The
Company is considered a start-up company for income tax purposes. As of
September 30, 2008, 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 September 30, 2008.
12
Note
6
Concentration of Risk
On
September 30, 2008, the Company had cash balances at one financial institution
of $86,888 that does not exceed the related federal deposit
insurance.
Note
7
Prepaid Expenses
As
of
June 30, 2008, the Company advanced $15,000 to a law firm in connection with
the
Company's anticipated filing of a patent interference in the third quarter
of
2008. This anticipated interference filing involves the Company's claim of
ownership of the subject matter of a third party's patent. As of September
30, 2008, the interference had not yet been filed. As of September 30, 2008,
the
Company advanced $5,000 to a law firm in connection with the anticipated filing
of an additional patent. The patent application was filed on September 15,
2008.
Item
2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
The
following discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes included elsewhere in this
Report on Form 10-Q. This document contains certain forward-looking
statements that involve risks and uncertainties, such as statements of the
Company’s plans, objectives, expectations and intentions. When used in
this document, the words “expects”, “anticipates”, “intends” and “plans” and
similar expressions are intended to identify certain of these forward-looking
statements. The cautionary statements made in this document should be read
as being applicable to all related forward-looking statements wherever they
appear in this document. Our actual results could differ materially from
those discussed in this document.
Overview
Advanced
Voice Recognition Systems, Inc., a Nevada corporation (the “Company”, “we” or
“us”), was incorporated in the State of Nevada on August 31, 2005 as Samoyed
Energy Corp., an oil and gas exploration, development, production and
acquisition company. In May 2008, we consummated a stock exchange with the
shareholders of Advanced Voice Recognition Systems, Inc., a Colorado corporation
(“AVRS”), and consequently, AVRS became our wholly-owned subsidiary. On
May 20, 2008, we transferred our oil and gas assets to Stone Canyon Resources,
Inc. In June 2008, AVRS merged with and into us and we changed our name to
“Advanced Voice Recognition Systems, Inc.” As a result of the stock exchange and
the transfer of our oil and gas assets, our current operations are those of
AVRS, and our fiscal year became that of AVRS and now ends on December
31st.
Our common stock has been quoted on the Over-the-Counter Bulletin Board,
also referred to as the OTCBB, since April 2007. Prior to June 19, 2008,
our ticker symbol was “SMYD”, and on June 19, 2008, following our name change,
our ticker symbol changed to “AVOI”.
AVRS
was
incorporated on July 7, 2005. In May 2000, WG Investments, LLC, a Colorado
limited liability company formed that same year, acquired all of the assets
of
NCC, Inc. and all rights, title and interests in and to U.S. Patent
#5,960,447. Promptly following the acquisition, the members of WG
Investments, LLC voted to change its name to NCC, LLC. In 2005, the
members of NCC, LLC exchanged their membership interests in NCC, LLC for shares
of common stock of AVRS. The patent is still owned by NCC, LLC, which is
our wholly-owned subsidiary.
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 technology solutions (AVRS Dictate) was first introduced in 1994
at
an industry trade show.
Liquidity
and Capital Resources; Results of Operations
Prior
to
the closing of the stock exchange on May 19, 2008, AVRS had not generated any
revenue since its inception in 2005. We have not generated any revenue
since the closing of the stock exchange and currently do not have any cash
generating product or licensing sales.
At
September 30, 3008, we had current assets of $106,888, and current liabilities
of $334,941, as compared to no current assets and $290,197 in current
liabilities at December 31, 2007. Our increase in current assets is
attributable to funds we received from a shareholder, as described in Note
1 to
our financial statements, and an increase in prepaid expenses. Our
increase in current liabilities primarily is due to an increase in accounts
payable.
We
had a
net loss of $154,344 for the three months ended September 30, 2008, as compared
to a net loss of $21,967 for the three months ended September 30, 2007.
For the nine months ended September 30, 2008, we had a net loss of $351,118,
as
compared to $86,183 for the same period in 2007. The increase in net loss
is attributable to increased contributed services and professional fees incurred
in conjunction with the May 2008 stock exchange and our efforts to implement
our
business plan.
13
During
the nine months ended September 30, 2008, we used $244,112 of cash in operating
activities, and received $331,000 of net cash provided by financing
activities. As a result, for the nine months ended September 30, 2008, we
recognized a $86,888 net increase in cash on hand.
As
described in Note 1 to our financial statements, on September 25, 2008, the
Company entered into an agreement with Lion Share Capital, LLC for the sale
to
Lion Share of 16,000,000 shares of the Company’s common stock, and the Company
received a $5,000,000 promissory note from Lion Share. Lion Share is
required to repay the principal amount of the promissory note, together with
all
interest thereon, in three installments: $750,000 in principal, together with
all accrued but unpaid interest, thereon, on or before November 8, 2008;
$3,000,000 in principal, together with all accrued but unpaid interest thereon,
on or before February 6, 2009; and $1,250,000 in principal, together with all
accrued but unpaid interest thereon, on or before March 23, 2009. No payments
on
the promissory note have been received. If the Company receives payments on
the
note, the Company’s liquidity may increase. However, there is no assurance
that the Company will be successful in obtaining payments on the note from
Lion
Share.
U.S.
Patent #5,960,447 includes 42 claims covering an extremely broad base of
features applicable to existing ASR products and markets. We intend to
take full advantage of our patent protection by licensing or otherwise. If
our licensing and other efforts prove successful, our liquidity may
increase.
The
legal
fees associated with current prosecution for enhancing our existing patent
rights, which are estimated at approximately $30,000, are currently deferred
costs; however, if this activity proves successful, these fees will be
capitalized. The associated legal fees for our additional filed U.S.
patent application (not yet awarded) are deferred until the patent is
granted. If that were to occur, those fees would be capitalized. We
anticipate that our president will be responsible for our near-term working
capital requirements. In addition, we anticipate conducting one or more
financings to raise working capital, which may or may not be
successful.
We
will
require additional debt or equity financing or a combination of both in order
to
carry out our business plan. We plan to raise additional funds through
future sales of our common stock, 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. Financing may not be available to us at all, or if
available, may not be on terms acceptable to us. 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.
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.
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 September 30, 2008. 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
Securities Exchange Act of 1934, such as this Form 10-Q, is recorded,
processed, summarized and reported within the time period specified in the
Securities and Exchange Commission’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.
14
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 September 30, 2008
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 Securities and
Exchange Commission 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 (as such
term
is defined under Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the period covered by this report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.
None.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
As
described in Note 1 to our financial statements above, on September 25, 2008,
we
entered into a Purchase Agreement dated September 24, 2008 with Lion Share
Capital LLC, a Kansas limited liability company (“Lion Share”), pursuant to
which we received from Lion Share a promissory note in the amount of $5,000,000
in exchange for 16,000,000 shares of our common stock, par value $.001 per
share. The issuance was completed in reliance on exemptions from
registration under Section 4(2) of the Securities Act and Rule 506 of Regulation
D. The securities were acquired by a single investor who had access to
information about the Company.
Item
3. Defaults upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security
Holders
None.
Item
5. Other Information
None.
15
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)
|
|
|
|
3.1
|
|
Articles
of Incorporation(3)
|
|
|
|
3.2
|
|
Certificate
of Change to Articles of Incorporation(4)
|
|
|
|
3.3
|
|
Bylaws(1)
|
10.1
|
|
Purchase
Agreement dated September 24, 2008 between Advanced Voice Recognition
Systems, Inc. and Lion Share Capital LLC(5)
|
|
|
|
10.2
|
|
Letter
Agreement dated September 29, 2008(5)
|
|
|
|
31.1
|
|
Section
302 Certification – Principal Executive Officer(6)
|
|
|
|
31.2
|
|
Section
302 Certification – Principal Financial Officer(6)
|
|
|
|
32.1
|
|
Certification
Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002(6)
|
(1)
Incorporated
by reference to the Exhibit filed with the Form 8-K filed with the SEC on May
1,
2008.
(2)
Incorporated
by reference to the Exhibit filed with the Form 8-K filed with the SEC on June
10, 2008.
(3)
Incorporated
by reference to the Exhibits filed with the Form SB-2 filed with the SEC on
October 31, 2005.
(4)
Incorporated
by reference to the Exhibit filed with the Form 8-K filed with the SEC on
December 18, 2007.
(5)
Incorporated
by reference to the Exhibit filed with the Form 8-K filed with the SEC on
October 1, 2008.
(6)
Filed
herewith
16
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:
November 14, 2008
|
By:
|
/s/
Walter Geldenhuys
|
|
|
Walter
Geldenhuys
|
|
|
President,
Chief Executive Officer, and Chief Financial Officer
(Principal
Executive Officer)
|
|
|
|
Dated:
November 14, 2008
|
By:
|
/s/
Diane
Jakowchuk
|
|
|
Diane
Jakowchuk
|
|
|
Secretary,
Treasurer and Principal Accounting Officer
(Principal
Accounting Officer)
|
17