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Advanced Voice Recognition Systems, Inc (AVOI) SEC Filing 10-K Annual report for the fiscal year ending Wednesday, December 31, 2014

Advanced Voice Recognition Systems, Inc

CIK: 1342936 Ticker: AVOI
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Jun. 30, 2014
Document and Entity Information:    
Entity Registrant Name Advanced Voice Recognition Systems, Inc.  
Document Type 10-K  
Document Period End Date Dec. 31, 2014  
Amendment Flag false  
Entity Central Index Key 0001342936  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding 219,195,268dei_EntityCommonStockSharesOutstanding  
Entity Public Float   $ 1,705,249dei_EntityPublicFloat
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2014  
Document Fiscal Period Focus FY  

/s/UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

x

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

For the fiscal year ended      December 31, 2014      

Or

o

TRANSITION REPORT PURSUANT TO 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)

(Zip Code)

 

 

 

Registrant's telephone number, including area code is (480) 704-4183

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class: NONE                        Name of each exchange on which registered: NONE

 

Securities registered pursuant to section 12(g) of the Act

 

Common Stock $0.001 Par Value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: o  Yes    x  No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o  Yes    x  No

 

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. x  Yes    o  No

 

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). xYes    o  No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one)

 

 

 

 

Large accelerated filer o

Accelerated filer o

 

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x

 

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o  Yes    x  No

 

The aggregate market value of the outstanding common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $1,705,249 based upon the last reported sales price on the OTCBB for such date. For purposes of this disclosure, shares of Common Stock held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.

 

The number of shares of the registrant’s common stock, as of February 26, 2015 was 219,195,268.

 



ADVANCED VOICE RECOGNITION SYSTEMS, INC.

 

 

TABLE OF CONTENTS

 

 

PAGE

 

 

 

 

PART I

 

 

 

 

 

 

 

Item 1.

Business

 

 

1

 

Item 2.

Property

 

 

4

 

Item 3.

Legal Proceedings

 

 

5

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

5

 

 

 

 

 PART II

 

 

 

 

 

 

 

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

6

 

Item 6.

Selected Financial Data

 

 

6

 

Item 7.

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

 

 

6

 

Item 8.

Financial Statements and Supplementary Data

 

 

9

 

Item 9.

Controls and Procedures

 

 

26

 

 

 

 

 PART III

 

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

 

28

 

Item 11.

Executive Compensation

 

 

29

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

30

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

 

32

 

Item 14.

Principal Accounting Fees and Services

 

 

32

 

 

 

 

 PART IV

 

 

 

 

 

 

 

Item 15

Exhibits, Financial Statement Schedules

 

 

33

 

 

 

 

 

 

 

EX 31.1 

 

 

EX 31.2

EX 32.1

 

 



 Cautionary Statement Regarding Forward Looking Statements

 

The statements contained in this prospectus 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 Annual Report 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 Annual Report 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 Annual Report. All forward-looking statements speak only as of the date of this Annual Report. 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.

 


 

PART I

 Item 1. Business.

 

General Overview.

 

Advanced Voice Recognition Systems, Inc. (the “Company”, “we” or “us”), is 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.  We have increased our efforts to monetize our assets.  We are currently engaged in discussions with certain firms dedicated to assisting in the commercialization of intellectual assets.

 

Our principal assets are our patents.  We currently hold five issued patents.  Our first patent, U.S. Patent #5,960,447 entitled “Word Tagging and Editing system for Speech Recognition” includes 42 claims covering an extremely broad base of features applicable to existing ASR products and markets.  Our second patent, U.S. Patent #7,558,730 entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” discloses a system for facilitating speech recognition and transcription among users employing incompatible protocols for generating, transcribing and exchanging speech.  Our third patent U.S. Patent #7,949,534 is an expansion of the coverage of our second patent and incorporates speech recognition and transcription among transcription engines employing incompatible protocols.  Our fourth patent U.S. Patent #8,131,557 is an expansion of the coverage of AVRS’s second and third patents and incorporates speech recognition and transcription among transcription engines employing incompatible protocols for generating, transcribing, and exchanging speech among users employing incompatible protocols utilizing peer-to-peer networks, node-to-node networks, and the cloud. Our fifth patent #8,498,871 entitled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols is a system for facilitating free form dictation, including directed dictation and constrained recognition and /or structured transcription among users having heterogeneous protocols for generating, transcribing and exchanging recognized and transcribed speech. Our business strategy will be to attempt to interest other companies in entering into license agreements or other strategic relationships and to enforce and defend our patents through infringement and interference proceedings, as appropriate.

 

 Industry Overview

 

We believe that speech recognition technology has a multitude of potential applications including but not limited to dictation and transcription, mobile messaging (voice to texting), server based web search, customer relations and translation.

 

Speech recognition technology, which provides for the conversion of speech into written text, is the threshold feature of our solutions. Our technology focuses on improving speech recognition technology by increasing speech conversion precision, with the goal of achieving near 100% accuracy and allowing the user to speak naturally. We also focus on improving user productivity and profitability by enabling the user to effectively utilize the written text produced by speech recognition technology (the End-Text) in multiple applications specific to the user’s business purposes and goals.

 

We believe our main competitors are Microsoft, Nuance, Google Voice and Apple. We also will compete with several smaller niche suppliers.

 

Principal Proposed Products or Services

 

We have not achieved any revenues from product sales. In addition, we will need substantial additional capital to achieve our marketing objectives as described below.

 

Speech Recognition Software and Related Firmware

 

Our principal proposed product is speech recognition software and related firmware which allows for dictation into a broad range of applications, including DOS applications running in Windows, UNIX and mainframe applications accessed through terminal emulation programs, various custom applications , and all Windows 3.x, 95, 98, 2000, XP, Vista and Windows 7 programs. Through this product, we seek to provide full functionality including audio proofreading, deferred and delegated correction and additional capabilities that we believe are not available with other products. This product is designed to allow for deferred dictation, where the text is saved with the associated audio, and the users can resume when stopped and can play back dictated content. Similarly, the recognized text and associated audio can be saved to be used when text is corrected.

 

AVRS Enterprise Solutions

 

AVRS patented technology is applicable to many main stream speech enabled applications ranging from traditional desktop applications to mobile and web-based solutions.  The technology reaches beyond simple speech recognition and transcription into many other applications thus enabling the exchange of spoken text transcription amongst numerous users on diverse system platforms, as well as enabling the transcribed text to be utilized by many interface applications.  The key is the recognition of and in many cases the transcription of spoken text in a myriad of applications to allow a seamless interface among users and /or systems having disparate protocols.  Recognition of dictated speech including spoken text and commands, over many platforms provides operations of systems having diverse requirements and capabilities.

 

AVRS patents cover both a method of implementation and a system whereby speech recognition and transcription can be operated upon and exchanged amongst users employing disparate legacy protocols through one or more transaction managers having a systems protocol.  An underlying key factor in all AVRS patented technology lies in its enabling capability whereby any legacy application protocol can be made compatible with speech recognition and transcription engines with or without modification of the application or the protocol upon which the initiating or the receiving application relies.

 

Market

 

We intend to target vertical markets that require individuals and organizations to create reports, letters, e-mail, data entry, manuals, books, and virtually any other document or end product involving written data. These organizations include corporations, hospitals, medical product and service providers, governmental entities, legal professionals, sales and service organizations law enforcement agencies and mobile search and voicemail to text.

 

Original Equipment Manufacturer (OEM)

 

We anticipate that we will work with the OEM markets, targeting both software developers and hardware manufacturers. We may approach the larger OEM companies with a joint marketing approach strategy while using a direct sale basis to approach small and medium-sized OEMs.

 

 

Hardware Manufacturers

 

We also anticipate targeting hardware manufacturers, both on a direct basis and through joint sales and marketing programs. We intend to offer technology and patent licenses to manufacturers of medical devices, digital dictation systems, recorders, workstation PCs, mobile phones, PDAs, WAPs, and intelligent electronics. Alternatively, we may offer these manufacturers limited versions of our speech recognition software and related firmware product line for embedding into hardware. We expect to develop joint sales and marketing programs for mainframe, thin-client, telephony and other large hardware processing systems.

 

Distribution

 

Product development of the speech recognition software and related firmware was the primary focus for the first six years following its introduction into the software market in 1994. Early forms of the speech recognition software and related firmware were marketed through a network of approximately 200 small dealers specializing in speech recognition technology.

 

Our business model has been revised and we plan to collect royalty payments based on actual usage of the speech recognition software and related firmware in various applications.

 

Intellectual Property

 

Our primary assets are United States Patent #5,960,447, United States Patent #7,558,730, United States Patent #7,949,534, United States Patent #8,131,557, and United States Patent #8,498,871.  U.S. Patent #5,960,447 is for a word tagging and editing system for speech recognition filed on November 13, 1995 and issued on September 28, 1999. In accordance with 35 USC 154, the term for the above-referenced patent began on September 28, 1999 and ends 20 years from the date on which the application for the patent was filed in the United States. Therefore, the patent will expire on November 13, 2015.

 

A word tagging and editing system for speech recognition receives recognized speech text from a speech recognition engine, and creates tagging information that follows the speech text as it is received by a word processing program or other program. The body of text to be edited in connection with the word processing program may be selected and cut and pasted and otherwise manipulated, and the tags follow within the audio data file created initially by the speech recognition engine. The sound bite may be replayed to the user through a speaker. The practical results include that the user may confirm the correctness of a particular recognized word, in real time whilst editing text in the word processor. If the recognition is manually corrected, the correction information may be supplied to the engine for use in updating a user profile for the user who dictated the audio that was recognized. Particular tagging approaches are employed depending on the particular word processor or other program being used.

 

U.S. Patent #7,558,730 titled, “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols”, was filed on November 27, 2001 and issued on July 7, 2009.  In accordance with 35 USC 154, the term for the above referenced patent began on July 7, 2009 and ends 20 years from the date on which the application for the patent was filed in the United States.  Therefore, the patent will expire on November 27, 2021.   The invention discloses a system for facilitating speech recognition and transcription among users employing incompatible protocols for generating, transcribing, and exchanging speech. We expect this patent to strengthen our position in voice recognition.

 

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, 2021.  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.

 

On July 30, 2013 Patent No. US 8,498,871 titled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the U.S. Patent and Trademark Office. In accordance with 35 USC 154, the patent shall be for a term beginning on July 30, 2013 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, 2013 and the Company began amortization.

 

On June 27, 2013 the Company filed two additional continuation applications with the U.S. Patent and Trademark Office entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols.”

 

On March 9, 2010 the United States Patent and Trademark Office (“USPTO”) declared an interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party.  The Interference Proceeding is a proceeding conducted by the USPTO 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 of the USPTO is to determine which party invented the technology first, and to award the patent to that party.  On January 13, 2011 the Board of Patent Appeals and Interferences (“BPAI”) heard oral arguments in the Interference Proceeding.  On April 27, 2012, the BPAI denied the Company’s motions.  On May 28, 2012 the Company filed a request for rehearing in the BPAI.  On December 19, 2012 the BPAI denied the Company’s request for rehearing.  Further options included filing an appeal to the Court of Appeals or filing a civil suit. The Company decided that further litigation would be costly and time-consuming and would divert the attention of our management and key personnel from our business operations.

 

Research and Development

 

During fiscal years 2014 and 2013, we did not incur any expense for research and development activities.

 

Employees

 

We currently have two employees, Diana Jakowchuk our Secretary, Treasurer and Principal Accounting Officer and Walter Geldenhuys, our President, Chief Executive Officer and Chief Financial Officer. We may engage consultants and other service providers in the future to help us carry out our business plan.

 

Available Information

 

We file the following reports with the SEC under Section 13(a) of the Securities Exchange Act of 1934 as a smaller reporting company: Annual Reports on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; and any amendments to these reports. You may request a copy of these filings at no cost. Please direct your requests to:

 

Diana Jakowchuk

Secretary, Treasurer, Principal Accounting Officer

AVRS, Inc.

7659 E. Wood Drive

Scottsdale, AZ 85260

 

Our website is located at www.avrsys.com. Information contained on our website is not a part of, and is not incorporated into this Annual Report on Form 10-K.  The Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports and other information that we file with or furnish to the Securities and Exchange Commission, or the SEC, are accessible free of charge on our website.  We make these documents available as soon as reasonably practicable after we file them with or furnish them to the SEC.  You can also read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at www.sec.com that contains our reports, proxy and information statements and other information that we file electronically with the SEC.

 

Item 2. Properties.

 

Our principal executive offices are located at 7659 E. Wood Drive, Scottsdale, Arizona and are provided to us free of charge by Diana Jakowchuk, our Secretary, Treasurer and Principal Accounting Officer.

 

Item 3. Legal Proceedings.

 

None

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None

 

 



PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Commencing on June 19, 2008, our common stock has been quoted on the OTCBB under the symbol “AVOI”. The following table sets forth the high and low bid prices per share of our common stock for each full quarterly period in 2014 and 2013. These prices represent inter-dealer quotations without retail markup, markdown or commission and may not necessarily represent actual transactions.

 

 

High

 

Low

 

 

$

$

 

Three Months Ended December 31, 2014

 

0.01

 

0.01

Three Months Ended September 30, 2014

 

0.02

 

0.02

Three Months Ended June 30, 2014

 

0.01

 

0.01

Three Months Ended March 31, 2014

 

0.02

 

0.01

Three Months Ended December 31, 2013

 

0.02

 

0.02

Three Months Ended September 30, 2013

 

0.02

 

0.02

Three Months Ended June 30, 2013

 

0.02

 

0.02

Three Months Ended March 31, 2013

 

0.03

 

0.03

 

Holders

 

As of December 31, 2014, we have approximately 65 holders of record of our common stock and 219,195,268 shares issued and outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock,  whose shares are held in the names of various securities brokers, dealers and registered clearing agencies. The transfer agent of our common stock is Pacific Stock Transfer, 4045 S. Spencer St, Suite 403, Las Vegas NV 89119.

 

Dividends

 

We have not declared any cash dividends, nor do we have any current plans to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.  We currently anticipate that we will retain all of our future earnings for use in the expansion and operation of our business and do not anticipate paying any cash dividends in the foreseeable future.

 

Unregistered Sales of Equity Securities

 

We have not sold any equity securities during the period covered by this Annual Report on Form 10-K that were not previously disclosed by us in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

 

Item 6. Selected Financial Data.

 

As a "smaller reporting  company" as defined by Item 10 of Regulation  S-K, we are not required to provide information required by this Item.

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 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.

 

Results of Operation

 

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

 

We had a net loss of $139,313 for the year ended December 31, 2014, as compared to a net loss of $137,254 for the year ended December 31, 2013.  During the year ended December 31, 2013, there was a gain on early extinguishment of debt of $213,240.  Compensation expense was $45,400 in 2014 as compared to $264,673 in 2013, a decrease of $219,273.  Professional fees were $67,508 in 2014, as compared to $55,767 in 2013, an increase of $11,741.

 

 

Liquidity and Capital Resources

 

During the year ended December 31, 2014, we used $77,077 of cash in operating activities and $8,132 of cash in investing activities.  We received $81,950 of cash from the sale of shares of our common stock. As a result, for the year ended December 31, 2014, we recognized a $3,259 net decrease in cash on hand. For the year ended December 31, 2013, we used $161,614 of cash in operating activities and $23,921 of cash in investing activities, and received net cash of $123,010 provided by financing activities, resulting in a $62,525 decrease in cash on hand for the year.

 

At December 31, 2014, we had current assets of $10,736 and current liabilities of $228,957 as compared to current assets of $13,995 and current liabilities of $179, 119 at December 31, 2013.  The increase in our working capital deficiency from $165,724 at December 31, 2013 to $218,221 at December 31, 2014 resulted from a reduced amount of equity financing in 2014 as compared to 2013 and an increase in accounts payable from $16,736 at December 31, 2013 to $66,574 at December 31, 2014. 

 

Because of our history of losses, net capital deficit and lack of assurance of additional financing, the audit report on our financial statements contains a “going concern” opinion regarding doubt about our ability to continue as a going concern.

 

In an attempt to address our financing needs, we have made sales of our common stock in private transactions.

 

During the twelve months ended December 31, 2013, we entered into Stock Purchase Agreements for the private sale to eleven persons or entities of an aggregate of 6,810,555 shares of the common stock for aggregate proceeds of $123,010.  All of the proceeds were paid during the 12 months ended December 31, 2013.

 

During the twelve months ended December 31, 2014, we entered into Stock Purchase Agreements for the private sale to three persons or entities of an aggregate of 8,101,848 shares of the common stock for aggregate proceeds of $81,950.  All of the proceeds were paid during the 12 months ended December 31, 2014.

 

If we initiate or defend infringement actions, we would expect to incur substantial costs and legal fees that ultimately may not be recoverable.

 

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, and 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 some combination of the private sale of equity, or issuance of convertible debt 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.

 

We have increased our efforts to monetize our assets.  We are currently engaged in discussion with certain firms dedicated to assisting in the commercialization of intellectual assets.

 

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

 

U.S. Patent #7,558,730 expands an extremely broad base of features in speech recognition and transcription across heterogeneous protocols.  Costs totaling $58,277 have been capitalized and amortization began in the third quarter 2009.

 

U.S. Patent #7,949,534 is an expansion of the coverage of our second patent and incorporates speech recognition and transcription among transcription engines employing incompatible protocols.  Costs totaling $3,365 have been capitalized and amortization began in the second quarter 2011.

 

U.S. Patent #8,131,557 is an expansion of our second and third patent.  Costs totaling $5,092 have been capitalized and amortization began in the first quarter 2012.

 

On July 30, 2013 Patent No. US 8,498,871 titled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the U.S. Patent and Trademark Office. In accordance with 35 USC 154, the patent shall be for a term beginning on July 30, 2013 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, 2013 and we began amortization.

 

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.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.



Item 8. Financial Statements and Supplementary Data.

 

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Advanced Voice Recognition Systems:

 

We have audited the accompanying balance sheets of Advanced Voice Recognition Systems (“the Company”) as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit. 

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Voice Recognition Systems, as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

 

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC
Lakewood, CO
March 30, 2015

 

 



 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

Consolidated Balance Sheets

 

DECEMBER 31,

DECEMBER 31,

2014

2013

ASSETS

Current Assets

Cash

$

10,736  

$

13,995  

Prepaid Expenses (Note 7)

—    

—    

Total Current Assets

10,736  

13,995  

Fixed Assets (Note 2)

Computer software and equipment, net

1,912  

3,087  

Total Fixed Assets

1,912  

3,087  

Intangible Assets

Patent, net (Note 3)

55,801  

67,025  

Deferred costs

29,435  

21,302  

Total Intangible Assets

85,236  

88,327  

Total Assets

$

97,884  

$

105,409  

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

$

66,574  

$

16,736  

Payroll

162,383  

162,383  

Accrued interest to related party (Note 4)

—    

—    

Indebtedness to related parties (Note 4)

—    

—    

Total Current Liabilities

228,957  

179,119  

Stockholders' Deficit (Note 1)

Common stock, $.001 par value; 547,500,000 shares authorized

219,195,268 and 211,093,420, issued and outstanding respectively

$

219,195  

$

211,093  

Additional paid-in capital

(8,025,416)

7,601,300  

Deficit accumulated during development stage

7,675,148  

(7,886,103)

Total Stockholders' Deficit

(131,073)

(73,710)

Total Liabilities and Stockholders' Deficit

$

97,884  

$

105,409  

 

 

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

 

 

 


ADVANCED VOICE RECOGNITION SYSTEMS, INC.

Consolidated Statements of Operations

 

FOR THE YEARS ENDED

DECEMBER 31,

2014

 

2013

Sales

$

—    

$

—    

Cost of goods sold

—    

—    

Gross profit

—    

Operating expenses:

Research and development

—    

—    

Contributed services (Note 4)

—    

—    

General and administrative:

Compensation

45,400  

264,673  

Stock Based Compensation

—    

—    

Professional fees

67,508  

55,767  

Office

21,791  

14,806  

 Rent

—    

—    

Travel

1,192  

1,161  

Advertising

—    

—    

Bad debt expense

—    

—    

Other

1,095  

13,099  

Impairment of Deferred Costs

—    

—    

Total operating expenses

136,986  

349,506  

Loss from operations

(136,986)

(349,506)

Other income and (expense):

Investment Income

—    

—    

Interest expense

(2,327)

(988)

Loss on sale of assets

—    

—    

Net other expense

(2,327)

(988)

Loss before income taxes

(139,313)

(350,494)

Provision for income taxes (Note 5)

—    

—    

Loss before extraordinary items

(139,313)

(350,494)

Gain on early extinguishment of debt

—    

213,240  

Net Loss

$

(139,313)

$

(137,254)

Basic and diluted loss per common share

$

(0)

$

(0)

Weighted average number of common shares outstanding

215,635,049  

206,508,386  

 

 

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

 

 

 


ADVANCED VOICE RECOGNITION SYSTEMS, INC.

Consolidated Statement of Stockholders' Deficit

 

 

Additional

Common Stock

Paid-in

Accumulated

 Shares

 Amount

 Capital

 Deficit

 Total

Balance at December 31, 2012

  204,282,865

$

      204,283

$

     7,485,100

$

(7,748,849)

$

(59,466)

May 24, 2013 400,000 shares of common stock issued for stock purchase agreement

         400,000

             400

          11,600

12,000  

June 13, 2013 455,000 shares of common stock issued for stock purchase agreement

         455,000

             455

            9,555

10,010  

July 18, 2013 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            9,500

10,000  

July 29, 2013 555,555 shares of common stock issued for stock purchase agreement

         555,555

             555

            9,445

10,000  

August 21, 2013 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            9,500

10,000  

September 3, 2013 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            9,500

10,000  

September 20, 2013 700,000 shares of common stock issued for stock purchase agreement

         700,000

             700

            9,800

10,500  

October 1, 2013 700,000 shares of common stock issued for stock purchase agreement

         700,000

             700

            9,800

10,500  

October 22, 2013 1,000,000 shares of common stock issued for stock purchase agreement

      1,000,000

          1,000

          14,000

15,000  

October 28, 2013 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            9,500

10,000  

December 10, 2013 1,000,000 shares of common stock issued for stock purchase agreement

      1,000,000

          1,000

          14,000

15,000  

Net Loss

                     -

                  -

                    -

(137,254)

(137,254)

Balance at December 31, 2013

  211,093,420

$

      211,093

$

     7,601,300

$

(7,886,103)

$

(73,710)

January 24, 20141,363,636 shares of common stock issued for stock purchase agreement

      1,363,636

          1,364

          13,636

15,000  

February 17, 2014 600,000 shares of common stock issued for stock purchase agreement

         600,000

             600

            6,000

6,600  

February 24, 2014 600,000 shares of common stock issued for stock purchase agreement

         600,000

             600

            6,000

6,600  

May 8, 2014 454,545 shares of common stock issued for stock purchase agreement

         454,545

             455

            4,545

5,000  

May 9, 2014 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            8,250

8,750  

May 19, 2014 300,000 shares of common stock issued for stock purchase agreement

         300,000

             300

            3,000

3,300  

May 20, 2014 1,000,000 shares of common stock issued for stock purchase agreement

      1,000,000

          1,000

            9,000

10,000  

June 18, 2014 800,000 shares of common stock issued for stock purchase agreement

         800,000

             800

            8,000

8,800  

July 7, 2014 600,000 shares of common stock issued for stock purchase agreement

         600,000

             600

            6,000

6,600  

December 5, 2014 667,000 shares of common stock issued for stock purchase agreement

         667,000

             667

            3,333

4,000  

December 29, 2014 716,667 shares of common stock issued for stock purchase agreement

         716,667

             716

            3,584

4,300  

December 30, 2014 500,000 shares of common stock issued for stock purchase agreement

         500,000

             500

            2,500

3,000  

Net Loss

                     -

                  -

                    -

(139,313)

(139,313)

Balance at December 31, 2014

  219,195,268

$

      219,195

$

     7,675,148

$

(8,025,416)

$

(131,073)

 

 

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

 

 


 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

Consolidated Statements of Cash Flows

 

FOR THE YEARS ENDED

DECEMBER 31,

2014

 

2013

Cash Flows from Operating Activities:

Net loss

$

(139,313)

$

(137,254)

Adjustments to reconcile net loss to net

Cash (used in) operating activities:

Gain  on early extinguishment of debt

—    

(213,240)

Amortization and depreciation

12,398  

12,044  

Contributed services

—    

—    

Expenses paid in exchange for shareholder debt

—    

—    

Disposal of fixed asset loss

—    

—    

Stock-based compensation expense

—    

—    

Changes in operating assets:

Prepaid Expenses

—    

—    

Changes in operating liabilities:

Accounts payable

49,838  

176,836  

Accrued interest related party

—    

—    

Net cash used in operating activities

(77,077)

(161,614)

Cash Flows from Investing Activities:

Purchases of computer equipment and software

—    

—    

Payments for patents

—    

(21,114)

Payments for deferred costs

(8,132)

(2,807)

Net cash used in investing activities

(8,132)

(23,921)

Cash Flows from Financing Activities:

Proceeds from sale of common stock

81,950  

123,010  

Payments on advances from shareholder

—    

—    

Payments on promissory note from shareholder

—    

—    

Proceeds from promissory notes and advances

—    

—    

Net cash provided by financing activities

81,950  

123,010  

Net change in cash

(3,259)

(62,525)

Cash at beginning of period

13,995  

76,520  

CASH AT END OF PERIOD

$

10,736  

$

13,995  

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Interest

$

2,327  

$

988  

Income taxes

$

 

$

—    

 

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

 

 

 


ADVANCED VOICE RECOGNITION SYSTEMS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED 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 140million 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 Financial Accounting Standards Board’s Accounting Standards Codification 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 million 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 3.5 million shares of Samoyed’s common stock made payments totaling $565,651 since 2008 in lieu of tendering shares to the Company.  The Company received the final payment of $6,000 on February 15, 2012.

 

Stock Purchase Agreements

 

During the year ended December 31, 2014 the Company entered into Stock Purchase Agreements for the private sale of an aggregate of 8,101,848 shares of the common stock for aggregate proceeds of $81,950, full payment of which was received in the period.  During the year ended December 31, 2013, the Company entered into Stock Purchase Agreements for the private sale of an aggregate of 6,810,555 shares of the common stock for aggregate proceeds of $123,010, all of which was received in 2013.

 

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.

 

Note 2.     Significant Accounting Policies

 

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. 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, 2012 and 2011, the Company’s President 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.   During the twelve months ended December 31, 2014 the Company received an aggregate of $81,950 from the sale of shares in private offerings of its common stock.  During the twelve months ended December 31, 2013 the Company received an aggregate of $123,010 from the sale of shares in private offerings of its common stock.

 

Use of 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 December 31, 2014 of $10,736, and $13,995 cash at December 31, 2013.  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.

 

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 patents over an estimated useful life of twenty years.

 

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 was completed effective December 31, 2014.  Impairment recorded for each of the years ending 2014 and 2013 was $-0-.  See Note 3.

 

Gain from Early Extinguishment of Debt

 

At December 31, 2013 the Company extinguished twelve year old debt.  In addition the law firm which represented the Company in the interference matter closed their files on July 15, 2013 which extinguished that debt.  In accordance with ASC 470-50-40-2 the Company recorded the gain of $213,240 on the early extinguishment of debt in other income on the face of the financial documents.

 

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 December 31, 2014 and 2013, 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

 

None.

 

Recent Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting.  The Company has reviewed the recently issued pronouncements.  During this review the Company decided to early adopt ASU 2014-10 which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810.
 

 

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 U.S. 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 U.S. Patent and Trademark Office declared interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party.  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.  On April 27, 2012, the BPAI entered a judgment denying the Company’s motions.  On May 29, 2012, AVRS filed a Request for Rehearing in the BPAI.  On December 19, 2012 the BPAI entered a judgment denying the request for rehearing.  The Company decided not to appeal as additional litigation would be costly and time-consuming and would divert the attention of management and key personnel from business operations.

 

On May 24, 2011 Patent No. US 7,949,534 was issued by the U.S. 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 U.S. 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.

 

On July 30, 2013 Patent No. US 8,498,871 titled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the U.S. Patent and Trademark Office. In accordance with 35 USC 154, the patent shall be for a term beginning on July 30, 2013 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, 2013 and the Company began amortization.

 

On June 27, 2013 the Company filed two additional continuation applications with the U.S. Patent and Trademark Office entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols.”

 

 

Amortization at December 31, 2014 is as follows:

 

SCHEDULE OF INTANGIBLE ASSETS

 

 

December 31, 2014

 

 

 

 

 

 

 

U.S. Patent #

 

 

Carrying Value

 

Amortization

 

Patent, net

5,960,447

 

$

63,247

$

63,247

$

-

7,558,730

 

 

58,277

 

25,806

 

32,471

7,949,534

 

 

3,365

 

1,174

 

2,191

8,131,557

 

 

5,092

 

1,480

 

3,612

8,498,871

 

 

21,114

 

3,587

 

17,527

 

 

$

151,095

$

95,294

$

55,801

 

Amortization expense totaled $11,224 and $10,798 for the years ending December 31, 2014 and 2013, respectively.  Estimated aggregate amortization expense for each of the next five years is as follows:

 

SCHEDULE OF FUTURE AMORTIZATION

 

 

 

 

Year ending December 31,

 

 

 

 

 

2015

 

8,059

2016

 

8,059

2017

 

8,059

2018

 

8,059

2019

 

8,059

Thereafter

 

15,506

Total

$

55,801

 

Fixed Assets

 

Depreciation expense totaled $1,175 and $1,143, respectively, for the years ended December 31, 2014 and 2013 respectively.

 

PROPERTY PLANT AND EQUIPMENT

 

 

 

 

December 31, 2014

 

 

December 31, 2013

 

 

 

 

 

 

 

Computer equipment

 

$

6,627

 

$

6,627

Computer software

 

 

3,640

 

 

3,640

 

 

 

10,267

 

 

10,267

Less accumulated depreciation

 

 

(8,355)

 

 

(7,180)

Computer software and equipment, net

 

$

1,912

 

$

3,087

 

 

 

 

Note 4.     Related Party Transactions

 

Indebtedness to Related Parties

 

During the years from 2000 through 2013, certain officers advanced the Company working capital to maintain the Company’s operations. The majority of the indebtedness was owed to the Company’s president and was paid in full at December 31, 2011. Of the amount owed to the Company’s president, $225,544 was converted into a promissory note in May 2008. As of December 31, 2011 the Company repaid the note in full.   As of December 31, 2014 and 2013, the Company owed no money to related parties.

 

Also 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.   Interest expense related to the notes totaled $1,230 and was paid in 2011.

 

 

 

 

Note 5.     Income Taxes

 

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

 

 

December 31,

 

2014

 

2013

U.S. federal statutory graduated rate

 

 

34.00%

 

34.00%

State income tax rate, net of federal benefit

 

 

0.00%

 

0.00%

Rent & services

 

 

-10.09%

 

-.45%

Costs capitalized under Section 195

 

 

-23.91%

 

-33.55%

 

 

 

 

                                   Effective rate

 

 

0.00%

 

0.00%

 

 

 

 

 

The Company is considered a start-up company for income tax purposes. As of December 31, 2014, 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 December 31, 2014.

 

 

 

Note 6.    Concentration of Risk

 

Beginning December 31, 2010, through December 31, 2014, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions.  On December 31, 2014, the Company had cash balances at one FDIC insured financial institution of $10,736 in non-interest bearing accounts, which amount does not exceed the related federal deposit insurance.

 

 

 

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.     Subsequent Events

 

None.

 

Note 9.   Stockholder Equity / (Deficit)

 

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

 

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A(T).   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 December 31, 2014. 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-K, 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 review and evaluation, our chief executive officer, who also is our chief financial officer, concluded that our disclosure controls and procedures were adequate and effective, including consideration of the matters identified below to ensure that material information relating to us would be made known to them by others within the Company in a timely manner, particularly during the period in which this annual report on Form 10-K was being prepared, and that no changes are required at this time.  The evaluation of our disclosure controls and procedures and the conclusion as to their adequacy and effectiveness, included consideration of the deficiency noted below and the fact that our chief executive officer and chief financial officer is extensively involved in day-to-day transactional activities combined with the fact that the volume of transactions and activities of the Company are limited.

 

We have identified, as of December 31, 2014, a lack of segregation of duties in accounting and financial reporting activities, which we believe is a material weakness.  The size of our business necessarily imposes practical limitations on the effectiveness of those internal control practices and procedures that rely on the segregation of duties.

 

Management believes this deficiency in internal control did not result in material inaccuracies or omissions of material fact and, to the best of its knowledge, believes that the financial statements for the years ended December 31, 2014 and 2013 fairly present in all material respects the financial condition and results of operations for the Company in conformity with GAAP.  There is, however, a reasonable possibility that a material misstatement of the annual or interim financial statements would not have been prevented or detected as a result of this weakness.

 

Management’s Annual Report on Internal Control Over Financial Reporting  

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:  

 

        (1)    pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;  

 

        (2)    provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of its management and directors; and  

 

        (3)    provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.   

 

Our management assessed the effectiveness of its internal control over financial reporting as of December 31, 2014.  We have identified, as of December 31, 2014, a lack of segregation of duties in accounting and financial reporting activities, which we believe is a material weakness.  The size of our business necessarily imposes practical limitations on the effectiveness of those internal control practices and procedures that rely on the segregation of duties.

 

Management believes this deficiency in internal control did not result in material inaccuracies or omissions of material fact and, to the best of its knowledge, believes that the financial statements for the years ended December 31, 2014 and 2013 fairly present in all material respects the financial condition and results of operations for the Company in conformity with GAAP.  There is, however, a reasonable possibility that a material misstatement of the annual or interim financial statements would not have been prevented or detected as a result of this weakness.

 

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

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 Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.   Other Information.

 

None.

 


PART III

 

Item 10.   Directors, Executive Officers and Corporate Governance.

 

The following table and paragraphs provide the name and age of each of our current directors, executive officers and significant employees, the principal occupation of each during the past five years and, with respect to directors, the year in which the director was first elected as a member of our Board of Directors. Information as to the stock ownership of each of our directors and all of our current executive officers as a group is provided above under “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between any director or executive officer. Our directors and officers serve until their respective successors are elected or appointed, as the case may be.

 

Name of Director(1)

 

Age

 

Month and Year

Elected as Director

 

Position with the Company

 

 

 

 

 

Walter Geldenhuys

 

 

59

 

May 2008

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

 

 

 

 

 

 

Donald Getty

 

 

82

 

December 2007

 

Chairman of the Board, Director

 

 

 

 

 

 

 

 

Diane Jakowchuk

 

 

61

 

 

Secretary, Treasurer and Principal Accounting Officer

 

Walter Geldenhuys, Director, President and Chief Executive Officer

 

Mr. Geldenhuys has served as a member of our Board of Directors since May 2008. Mr. Geldenhuys served as the President of Advanced Voice Recognition Systems, Inc., a Colorado corporation, also known as AVRS, from 2005 until AVRS was merged with and into us in June 2008. From 2000 to 2005, Mr. Geldenhuys was a member of NCC, LLC, which became AVRS’s wholly-owned subsidiary in 2005. In addition, Mr. Geldenhuys has owned Progressive Technologies LLC, a design and manufacturing concern, since 2002.

 

Donald Getty, Director

 

Mr. Getty has served as a member of our Board of Directors since December 2007. Mr. Getty has served as President of Sunnybank Investments, Ltd., a consulting firm, since 1992. From 1985 to 1992, Mr. Getty served two, four year terms as Premier of Alberta.  In addition to acting Premier of Alberta, he held the position of Energy Minister and the position of Minister of Federal and Intergovernmental Affairs during his two terms in office.

 

Mr. Getty has served as a director and Chairman of the Board of Capital Reserve Canada Ltd. Mr. Getty has served on the board of directors of West Isle Energy Inc., a company publicly trading on the Toronto Stock Exchange, since 1997, and Euro Resources SA, a company publicly trading on the Toronto Stock Exchange. In 1998 Mr. Getty was appointed an officer of the order of Canada and in 1999 as a member of the Alberta order of excellence.  In 1954, Mr. Getty graduated, with honors, from the University of Western Ontario and earned a degree in business administration. In 2003 he received an honorary degree of law from the University of Lethbridge.

 

Diana Jakowchuk, Secretary, Treasurer and Principal Accounting Officer

 

Ms. Jakowchuk has served as our Secretary, Treasurer and Principal Accounting Officer since May 2008. Ms. Jakowchuk served as Secretary to AVRS, Inc. (a Colorado company). Ms. Jakowchuk has worked in the accounting and sales departments of ADCO Paint & Supply, a retail coating company, since July 2006. Between December 2004 and July 2006, Ms. Jakowchuk served as office manager for a retail hardware company. From December 2001 to December 2004, Ms. Jakowchuk served as the State Victim Assistance Coordinator for MADD Victim Services.  Prior to December 2001, Ms. Jakowchuk served as Records Manager for NCC, LLC a predecessor to AVRS, Inc.  Ms. Jakowchuk received an Associates of Arts degree from Scottsdale Community College in 1979.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and designated officers to file reports of ownership and changes in ownership of our equity securities with the Securities and Exchange Commission. Based solely on our review of the copies of such forms that we have received and on written representations from reporting persons, we believe that during the fiscal year ended December 31, 2012 all reporting persons complied with all applicable filing requirements.

 

Corporate Governance, Code of Ethics

 

We are committed to maintaining sound corporate governance practices. These practices are essential to running our business efficiently and to maintaining our integrity in the marketplace. Our Board of Directors is responsible for providing effective governance oversight over our affairs. Our corporate governance practices are designed to promote honesty and integrity throughout our company.

 

We have adopted a Code of Ethics applicable to anyone who serves as our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller.  A copy of the Company’s Code of Ethics is incorporated by reference to this Form 10-K as Exhibit 14.1.

 

Audit Committee

 

The entire Board of Directors operates as the Audit Committee. We currently do not have a written audit committee charter or similar document. When the audit committee is formed, we intend to have a designated audit committee “financial expert” who will be responsible for reviewing the results and scope of the audit, and other services provided by the independent auditors, and review and evaluate the system of internal controls.

 

Item 11.   Executive Compensation.

 

Summary Compensation Table

 

The following table sets forth all compensation paid to our principal executive officer and those individuals who received compensation in excess of $100,000 per year (collectively, the “Named Executive Officers”) for our last two completed fiscal years. Walter Geldenhuys, our President, Chief Executive Officer and Chief Financial Officer has contributed his services free of charge until May 1, 2011 as reflected in the following table. 

 

Summary Compensation Table

 

A

Name and Principal

Position with AVRS

 

B

Year

 

C

Salary

($)

 

 

D

Bonus

($)

 

 

E

Stock

Awards

 

 

F

Option

Awards

($)

 

 

G

Non-Equity

Incentive

Plan

Compensation

($)

 

 

H

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

I

All Other

Compensation

($)

 

 

J

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walter Geldenhuys,

 

2014

 

6,500

 

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

6,500

 

President, CEO, CFO Director (1)

 

2013

 

49,700

 

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

49,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diane Jakowchuk,

 

2014

 

35,392

 

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

35,392

 

Principal Accounting Officer(2)

 

2013

 

44,916

 

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

44,916

 

 

 

1 Mr. Geldenhuys was appointed to our Board of Directors and as our President, Chief Executive Officer and Chief Financial Officer in May 2008. Mr. Geldenhuys also served as the President, Chief Executive Officer and Director of AVRS during the year ended December 31, 2007 and until AVRS merged with and into us in June 2008. The amounts reflected in this table include compensation Mr. Geldenhuys received as President, Chief Executive Officer of AVRS commencing in 2011.

 

2 Ms. Jakowchuk was appointed as our Secretary, Treasurer and Principal Accounting Officer in May 2008. The amounts reflected in this table include compensation Ms. Jakowchuk received as Secretary, Treasurer and Principal Accounting Officer in commencing in 2010.

 

Salary (Column C)

 

The amounts reported in column C represent base salaries paid to each of the Named Executive Officers for the relevant fiscal year.

 

Bonus (Column D)

 

The amounts reported in column D represent the cash bonuses paid each of the Named Executive Officers for the relevant fiscal year.

 Option Awards (Column F)

 

The amounts reported in column F represent the dollar amount of stock option awards recognized for each of the Named Executive Officers as compensation costs for financial reporting purposes (excluding forfeiture assumptions) in accordance with FAS 123(R) for the relevant fiscal years.

Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. We previously accounted for the stock options under the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure now known as ASC 718 “Compensation – Stock Compensation.”

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on implied volatilities from similar companies that operate within the same industry sector index. We calculated the historical volatility for each comparable company to come up with an expected average volatility and then adjusted the expected volatility based on factors such as historical stock transactions, major business transactions, and industry trends. The expected terms of the options are estimated based on factors such as vesting periods, contractual expiration dates and historical exercise behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

 

We do not have written employment agreements or other employment arrangements with any of our executive officers. Our Board of Directors is evaluating the appropriate terms and conditions for the employment of our executive officers.

 

Outstanding Equity Awards At Fiscal Year End

 

We do not have any unexercised stock options outstanding for any of our Named Executive Officers.

 

Director Compensation

 

We have made no arrangements for the remuneration of our directors, except that they will be entitled to receive reimbursement for actual, demonstrable out –of –pocket expenses, including travel expenses, if any, made on our behalf. No remuneration has been paid to our directors for services to date.

 

The following table sets forth all compensation paid to our directors for the last completed fiscal year.

 

Name(1)

 

Fees Earned

Or

Paid in Cash

($)

 

 

Stock Awards

($)

 

 

Option Awards

($)

 

 

Non-Equity Incentive

Plan

Compensation

($)

 

 

Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

Walter Geldenhuys(1)

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald Getty(2)

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

1 Mr. Geldenhuys was appointed to our Board of Directors in May 2008. Mr. Geldenhuys also served as a Director of AVRS during the year ended December 31, 2007 and until AVRS merged with and into us in June 2008. Mr. Geldenhuys did not receive any compensation during the year ended December 31, 20123 for his service as one of our Directors or as a Director of AVRS.

 

2 Mr. Getty was appointed to our Board of Directors in December 2007. Mr. Getty also served as a Director of AVRS during the year ended December 31, 2007 and until AVRS merged with and into us in June 2008. Mr. Getty did not receive any compensation during the year ended December 31, 2013 for his service as one of our Directors or as a Director of AVRS.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock as of December 31, 2013, unless otherwise indicated, (i) individually by our Chief Executive Officer and each of our other executive officers and by each of our directors, (ii) by all our executive officers and directors as a group, and (iii) by each person known to us to be the beneficial owner of more than five percent of the outstanding shares of our common stock. Except as noted in the footnotes below, each of the persons listed has sole investment and voting power with respect to the shares indicated. The information in the table is based on information available to us. The total number of shares of common stock outstanding on March 1, 2014 was 213,657,056.

 

Beneficial Owner(1)

 

 

Amount and Nature

Of

Beneficial

Ownership

 

Percentage of

Common Stock

Outstanding

 

 

 

 

 

†Walter Geldenhuys, President, Chief Executive Officer, Chief Financial Officer and Director

112 E. Spruce Street

Mitchell, SD 57301

 

 

49,728,520

(2)

 

22.68%

 

 

 

 

 

 

 

 

Donald Getty, Director

1273 Potters Green

Edmonton, Alberta, Canada

 

 

1,600,000

(3)

 

*%

 

 

 

 

 

 

 

 

Diana Jakowchuk, Secretary, Treasurer and Principal Accounting Officer

7659 E. Wood Drive

Scottsdale, AZ 85260

 

 

3,941,000

 

 

  1.79%

 

 

 

 

 

 

 

 

All directors and executive officers as a group (three persons)

 

 

55,269,520

 

 

25.21%

 

 

 

 

 

 

 

 

Blake Thorshov

220 Rock Falls Road

Arroyo Grande, CA 93420

 

 

44,542,857

 

 

20.32%

 

 

 

 

 

 

 

 

Douglas Holt

1465 E. Tierra Street

Gilbert, AZ 85296

 

 

13,960,000

 

 

  6.36%

 

 

 

 

 

 

 

 

Joseph Miglietta

2464 Coral Ridge Circle

Melbourne, FL 3295

 

 

13,680,000

 

 

  6.24%

 

 

 

 

 

 

 

 

Michael Davis

1933 E. McDowell Rd

Phoenix, AZ 85006

 

 

13,687,800

 

 

  6.24%

 

†  Named executive officer.  

 

*  Less than 1% of the outstanding common stock.  

 

(1)

“Beneficial ownership” is defined in the regulations promulgated by the SEC as (A) having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer; or (B) directly or indirectly creating or using a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership. Unless otherwise indicated, the beneficial owner has sole voting and investment power.

 

 (2)

This amount includes 136,000 shares of common stock held by Mr. Geldenhuys’ daughter, of which Mr. Geldenhuys may be deemed to have indirect ownership because he is his daughter’s custodian.

 

(3)

This amount represents 1,600,000 shares held by Sunnybank Investments Ltd., a consulting company of which Mr. Getty is President. Mr. Getty holds exclusive voting and investment power with respect to the securities held by Sunnybank Investments Ltd.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We currently do not have any securities authorized for issuance under an equity compensation plan.

 

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

 

Transactions with Related Persons

 

On May 20, 2008, AVRS made a promissory note (the “Promissory Note”) in the amount of $225,544 payable to Walter Geldenhuys, our President, Chief Executive Officer, Chief Financial Officer and Director for loans made by him to AVRS. The promissory note matured on April 15, 2011. As of December 31, 2011 the Company repaid the note in full.   Interest expense related to the note totaled $130 in 2011.

 

Also 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 that matured on April 15, 2012. As of December 31, 2011 the Company repaid the note in full.    Interest expense related to the note totaled $1100 in 2011.

 

Aside from the relevant provisions of the Nevada Revised Statutes and other applicable laws, we currently do not have a formal policy or procedure for the review, approval or ratification of related party transactions.

 

Director Independence

 

Our Board of Directors affirmatively determines the independence of each director and nominee for election as a director, and has adopted the independence standards of the NASDAQ Capital Market, LLC. At this time, the Board of Directors has determined that Donald Getty, a non-employee director, is independent and has no relationship with us, except as a director and stockholder.

 

Item 14. Principal Accounting Fees and Services.

 

The following table sets forth the fees billed to us for professional services rendered by our principal accountant for years ended December 31, 2014 and December 31, 2013.

 

Services

2014

2013

Audit Fees

$

15,930  

$

15,930  

Audit Related Services

5,468  

12,553  

Tax Fees

1,715  

Total Fees

$

28,483  

$

23,312 

 

 

Audit fees consist of fees for the audit of our financial statements. Audit related services include review of our financial statements and quarterly reports that are not reported as audit fees. Tax fees included tax planning and various taxation matters.

 


PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

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

Termination Agreement dated January 22, 2008 between Samoyed Energy Corp. and 313866 Alberta Ltd.(5)

10.2

Purchase and Sale Agreement dated May 15, 2008 between Samoyed Energy Corp. and Stone Canyon Resources, Inc.(6)

10.3

Purchase Agreement dated January 10, 2012 between Advanced Voice Recognition Systems, Inc. and an Investor. (9)

10.4

Purchase Agreement dated January 25, 2012 between Advanced Voice Recognition Systems, Inc. and four Investors. (10)

10.5

Purchase Agreement dated August 17, 2012 between Advanced Voice Recognition Systems, Inc. and two Investors. (11)

10.6

Purchase Agreement dated November 21, 2012 between Advanced Voice Recognition Systems, Inc. and two Investors. (12)

10.7

Purchase Agreement dated November 23, 2012 between Advanced Voice Recognition Systems, Inc. and an Investor. (13)

10.8

Purchase Agreement dated May 24, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (14)

10.9

Purchase Agreement dated June 13, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (15)

10.10

Purchase Agreement dated July 18, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (16)

10.11

Purchase Agreement dated August 1, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (17)

10.12

Purchase Agreement dated August 21, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (18)

10.13

Purchase Agreement dated September 3, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (19)

10.14

Purchase Agreement dated September 25, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (20)

10.15

Purchase Agreement dated October 1, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (21)

10.16

Purchase Agreement dated October 22, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (22)

10.17

Purchase Agreement dated October 28, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (23)

10.18

Purchase Agreement dated December 10, 2013 between Advanced Voice Recognition Systems, Inc. and an Investor. (24)

10.19

Purchase Agreement dated January 24, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (25)

10.20

Purchase Agreement dated February 18, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (26)

10.21

Purchase Agreement dated February 24, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (27)

10.22

Purchase Agreement dated May 8, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (28)

10.23

Purchase Agreement dated May 9, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (29)

10.24

Purchase Agreement dated May 19, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (30)

10.25

Purchase Agreement dated May 20, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (31)

10.26

Purchase Agreement dated June 18, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (32)

10.27

Purchase Agreement dated July 7, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (33)

10.28

Purchase Agreement dated December 5, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (34)

10.29

Purchase Agreement dated December 29, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (35)

10.30

Purchase Agreement dated December 30, 2014 between Advanced Voice Recognition Systems, Inc. and an Investor. (36)

 

 

14.1

Code of Ethics(7)

21.1

Subsidiaries of the Registrant(7)

31.1

Section 302 Certification - Principal Executive Officer(8)

31.2

Section 302 Certification - Principal Financial Officer(8)

32.1

Certification Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(8)

(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 Quarterly Report on Form 10-Q filed on February 14, 2008.

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

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

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

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

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

(11)      Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 21, 2012 

(12)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 26, 2012 

(13)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 28, 2012 

(14)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 31, 2013 

(15)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 18, 2013 

(16)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 22, 2013 

(17)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 2, 2013 

(18)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 26, 2013 

(19)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 6, 2013 

(20)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 25, 2013 

(21)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 7, 2013 

(22)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 28, 2013 

(23)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 1, 2013 

(24)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 16, 2013 

(25)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 29, 2014 

(26)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 20, 2014 

(27)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 25, 2014 

(28)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 13, 2014 

(29)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 14, 2014 

(30)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 23, 2014 

(31)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 27, 2014 

(32)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 20, 2014 

(33)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 14, 2014 

(34)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 10, 2014 

(35)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 2, 2014 

(36)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 12, 2015 

 

 


SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 30th of March, 2015.

 

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

 

 

_/s/ Walter Geldenhuys___________________________________________

 

Walter Geldenhuys, President, Chief Executive Officer,

Principal Executive Officer, Chief Financial Officer,

Principal Financial Officer, Director

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 /s/ Walter Geldenhuys_______

Walter Geldenhuys

President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, and Director

March 30, 2015_____

 /s/ Diane Jakowchuk________

 

  March 30, 2015

Diane Jakowchuk

 

Secretary, Treasurer, Principal Accounting Officer

__________________

/s/ Donald Getty ____________

 

  March 30, 2015

Donald Getty

Director

__________________

 

 

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Note 1. Nature Of Operations
Note 2. Significant Accounting Policies
Note 2. Significant Accounting Policies: Basis Of Consolidation (policies)
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Note 3. Intangible And Fixed Assets
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Advanced Voice Recognition Systems, Inc provided additional information to their SEC Filing as exhibits

Ticker: AVOI
CIK: 1342936
Form Type: 10-K Annual Report
Accession Number: 0001342936-15-000010
Submitted to the SEC: Mon Mar 30 2015 7:52:32 PM EST
Accepted by the SEC: Tue Mar 31 2015
Period: Wednesday, December 31, 2014
Industry: Crude Petroleum And Natural Gas

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