RIVF 10-Q
Rivulet Entertainment, Inc. (RIVF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
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For the Quarterly Period Ending
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For the transition period from _________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant's telephone number, including area code)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically 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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
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| Large accelerated filer | [_] | Accelerated filer | [_] |
| Non-accelerated filer | [X] | Smaller reporting company | |
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| Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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As of May 10, 2021,
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Advanced Voice Recognition Systems, Inc.
Table of Contents
PART I - FINANCIAL INFORMATION | ||||
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Item 1. |
| Financial Statements |
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| Unaudited Condensed Balance Sheets as of March 31, 2021 and December 31, 2020. | 4 | |
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| Unaudited Condensed Statements of Operations for the three ended March 31, 2021 and 2020. | 5 | |
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| Unaudited Condensed Statement of Stockholders’ Deficit for the three months ended March 31, 2021 and 2020 | 6 | |
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| Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020. | 7 | |
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| Notes to Unaudited Financial Statements | 8 | |
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Item 2. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 | |
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Item 3 |
| Quantitative and Qualitative Disclosures About Market Risk | 14 | |
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Item 4T. |
| Controls and Procedures | 14 | |
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PART II - OTHER INFORMATION | ||||
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Item 5. |
| Legal Proceedings | 16 | |
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Item 6. |
| Exhibits | 17 | |
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SIGNATURES |
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Part I. Financial Information
Item 1. Financial Statements
Advanced Voice Recognition Systems, Inc.
Condensed Balance Sheets
(Unaudited)
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Total Current Assets |
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Non-Current Assets |
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Patent, net |
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Total Non-Current Assets |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable |
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Payroll |
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Note Payable AIP |
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Advance Related Party |
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Accrued Interest |
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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies |
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Stockholders' Deficit |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated Deficit |
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Total Stockholders' Deficit |
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Total Liabilities and Stockholders' Deficit |
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The accompanying notes are an integral part of these financial statements.
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Advanced Voice Recognition Systems, Inc.
Condensed Statements of Operations
(Unaudited)
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| Three Months Ended |
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Sales | $ | $ | ||
Cost of goods sold |
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Gross profit |
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Operating expenses: |
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General and administrative: |
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Compensation |
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Professional fees |
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Office |
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Other |
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Total operating expenses |
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Loss from operations |
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Other income and (expense): |
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Interest expense |
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Net other expense |
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Loss before income taxes |
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Provision for income taxes |
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Net Loss | $ | ( | $ | ( |
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Basic and diluted loss per common share | $ | ( | $ | ( |
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Weighted average number of common shares |
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*less than $0.01 per share
The accompanying notes are an integral part of these financial statements
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Advanced Voice Recognition Systems, Inc.
Condensed Statement of Stockholders’ Deficit
(Unaudited)
For the period ending March 31, 2020
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Balance at December 31, 2019 |
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Sales of Common Stock |
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Net Loss |
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Balance at March 31, 2020 |
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For the period ending March 31, 2021
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Balance at December 31, 2020 |
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Sales of Common Stock |
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Net Loss |
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Balance at March 31, 2021 |
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The accompanying notes are an integral part of these financial statements
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Advanced Voice Recognition Systems, Inc.
Condensed Statements of Cash Flows
(Unaudited)
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation |
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Changes in operating assets: |
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Changes in operating liabilities: |
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Accounts payable and accrued liabilities |
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Payroll Liabilities |
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Net cash used in operating activities |
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Cash Flows from Investing Activities: |
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Payments for deferred costs |
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Net cash used in investing activities |
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Cash Flows from Financing Activities: |
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Proceeds from sale of common stock |
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Advance from related party |
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Net cash provided by financing activities |
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Net change in cash |
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Cash at Beginning of Period |
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Cash at End of Period |
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Supplemental Disclosure of Cash Flow Information: |
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Cash paid during the period for: |
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Interest |
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Income taxes |
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The accompanying notes are an integral part of these financial statements.
7
Advanced Voice Recognition Systems, Inc.
Notes to Unaudited Condensed Financial Statements
Note 1. Nature of Operations
Company Overview
The operations of Advanced Voice Recognition Systems, Inc. (“AVRS” or the “Company”), http://www.avrsys.com, commenced in 1994 with a predecessor entity called NCC, Inc. NCC, Inc. was incorporated on March 15, 1994 in the State of Ohio. NCC, Inc. operated as a software and hardware development company that marketed voice recognition and transcription products for commercial applications.
In May 2000, WG Investments, LLC acquired the assets of NCC, Inc. and subsequently changed its name to NCC, LLC. NCC, LLC (also a predecessor to AVRS) continued the operations of NCC, Inc. until approximately December 31, 2001, when shifts in the industry’s markets caused NCC, LLC to suspend its operations.
AVRS was incorporated in the State of Colorado on July 7, 2005. In September 2005, the members of NCC, LLC transferred all of their membership interests in NCC, LLC to AVRS in exchange for 93,333,333 shares (post-recapitalization) of AVRS common stock. In December 2005, the Board of Directors approved a 1.5-to-1 stock split issuing 46,666,667 common shares (post-recapitalization), which increased the number of common shares outstanding to 140 million 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 has currently engaged a firm to investigate and assert claims relating to certain patents including negotiating licensing agreements and the filing and prosecution of lawsuits.
Stock Purchase Agreements
During the three months ended March 31, 2021, the Company did not enter into any Stock Purchase Agreements and no payments were received. During the year ended December 31, 2020 the Company entered into Stock Purchase Agreements for the private sale to four persons or entities of an aggregate of 2,166,667 shares of the common stock for aggregate proceeds of $22,600, full payment of which was received in the period.
Commitments and Contingencies
On April 20, 2015 Advanced Voice Recognition Systems, Inc. (“AVRS”) entered into a Material Letter Agreement with an unrelated third party (“AIP”) in which they promise to pay to patent legal counsel funds to continue prosecuting Patents on behalf of AVRS. AVRS promises to pay AIP, or to such other holder of this promissory note (Note) as designate, the principal, together with a premium of ten percent (10%) of Principle and two percent (2%) of proceeds received by Company from a Monetization Event initiated by AIP. Interest was accrued and reported at March 31, 2021.
On November 1, 2016, Advanced Voice Recognition Systems, Inc. (“AVRS”) entered into a Contingent Fee Agreement (the “Agreement”) with Legal Representation pursuant to which they will represent AVRS in connection with investigating and asserting claims relating to certain patents, including the negotiation of license agreements and the filing and prosecution of lawsuits, against any potential infringers of rights associated with such patents (the “Patent Rights”). Legal representation will handle licensing and litigation activities under the Agreement on a contingent fee basis. The fee will depend upon whether AVRS recovers any sums by way of licensing, settlement, trial or otherwise with respect to the Patent Rights. On June 6, 2017 AVRS and Legal Representation revised the Contingent Fee Agreement as it related to the termination of the August 20, 2015 Letter Agreement which was to provide advisory services, court filing fees, discovery and other litigation costs. The revised Contingent Fee Agreement assumed the responsibility for the costs and expenses in the Terminated August 20, 2015 Letter Agreement and provides for the payment of twenty percent (20%) of all gross Licensing Agreement Proceeds and thirty percent (30%) of all Litigation Proceeds received by AVRS. In addition, if the Litigation Proceeds agreed to or received by AVRS at any time are $100,000 or less then Legal Representative shall receive forty percent (40%) of the Litigation Proceeds.
On June 21, 2018, Advanced Voice Recognition Systems, Inc. (“AVRS”) and Buether Joe & Carpenter, LLC (“BJC) entered into a Letter of Engagement for Legal Services Limited Scope Agreement (“Agreement”) with Schmeiser, Olsen & Watts LLP (“the Firm”) pursuant to which the Firm will serve as local counsel in the United States District Court, District of Arizona. The Firm has been hired to represent AVRS as local counsel in connection with forthcoming litigation in the U.S. District Court, District of Arizona. AVRS may terminate the Agreement at any time.
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On July 22, 2019 Apple, Inc. submitted a petition for Inter Partes Review (IPR) of the AVRS patent. It was ordered in the case of AVRS, Inc. v. Apple Inc (Case No. 2-18-cv-2083) that the parties’ stipulation was granted and the case is stayed pending the resolution of the IPR proceeding. Buether Joe and Carpenter, LLC (BJC), our representation in the AVRS v. Apple litigation represents AVRS in the IPR. The IPR response to the Patent Trial and Appeal Board (PTAB) was done November 8, 2019. On January 13, 2021, the United States Patent and Trademark Office Patent Trial and Appeal Board (PTAB) issued a Final Written Decision under 35 U.S.C. § 318(a) in Inter Partes Review petitioned by Apple Inc. The decision found that claims 15 and 17 of AVRS’s U.S. Patent No. 7,558,730 B2 were invalid under 35 U.S.C. § 103(a). On March 17, 2021, AVRS filed an appeal to the United States Court of Appeals for the Federal Circuit Docket Number 2021-1745.
Note 2. Significant Accounting Policies
Unaudited Financial Information
The accompanying financial information at March 31 2021 and for the three months ended March 31, 2021 and 2020 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at March 31, 2021 and its operating results for the three months ended March 31, 2021 and 2020 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2020. The results of operations for the three months ended March 31, 2021 are not necessarily an indication of operating results to be expected for the year ending December 31, 2021.
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. Liabilities exceed assets and there is a capital deficiency of $
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 twelve months ended December 31, 2020 the Company received an aggregate of $
The Company’s current operations are related to patent monetization and filing of additional patents. The Company has entered into a letter agreement with Dominion Harbor Group, LLC to provide strategic advisory services to AVRS. Dominion has agreed to advanced costs up to an aggregate of $10,000,000. On June 28, 2017 the Company and Dominion agreed to terminate the August 20, 2015 Letter Agreement. The Company did not incur any material early termination penalties. In addition, the Company has revised the Contingent Fee Agreement with Buether Joe & Carpenter, LLC which will represent AVRS in connection with investigating and asserting claims to the AVRS patents including licensing and litigation activities. Any and all advanced costs will only become liabilities if successful. On June 6, 2017 AVRS and BJC revised the Contingent Fee Agreement as it related to the termination of the August 20, 2015 Dominion Harbor Letter Agreement. There is no guarantee that AVRS will be able to provide the capital required for the Company to continue as a going concern.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had cash at March 31, 2021 of $
Note 3. Intangible and Fixed Assets
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Intangible Assets
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, U.S. Patent # 7,558,730, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 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, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2009 and the Company began amortization. AVRS filed a Complaint in the United States District Court Northern District for Arizona (Case No. 2-18-cv-2083) on July 3, 2018, and alleges that Apple products infringe U.S. Patent No. 7,558,730 entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” (the “‘730 Patent”).
On May 24, 2011, U.S. Patent #7,949,534, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning May 24, 2011 and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended June 30, 2011 and the Company began amortization.
On March 6, 2012, U.S. Patent #8,131,557, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning March 6, 2012 and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended March 31, 2012 and the Company began amortization.
On July 30, 2013, U.S. Patent #8,498,871, entitled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 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, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2013 and the Company began amortization.
On September 22, 2015, U.S. Patent #9,142,217, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning September 22, 2015 and ending 20 years from the application date of the parent application (US Patent No. 7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2015 and the Company began amortization.
On April 3, 2018, U.S. Patent #9,934,786, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning April 3, 2018 and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001 or November 27, 2021. The deferred costs were capitalized during the quarter ended June 30, 2018 and the Company began amortization.
Amortization at December 31, 2020 is as follows:
SCHEDULE OF INTANGIBLE ASSETS
Ended December 31, 2020 |
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7,558,730 |
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7,949,534 |
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8,131,557 |
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8,498,871 |
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9,142,217 |
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9,934,786 |
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| $ | 127,491 | $ | 113,507 | $ | 13,984 |
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Amortization at March 31, 2021 is as follows:
Ended March 31, 2021 |
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7,558,730 |
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7,949,534 |
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8,131,557 |
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8,498,871 |
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9,142,217 |
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9,934,786 |
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| $ | 127,491 | $ | 117,183 | $ | 10,308 |
Amortization expense totaled $3,676 for each of the three months ended March 31, 2021 and 2020 respectively. Estimated aggregate amortization expense for each of the next year is as follows:
SCHEDULE OF FUTURE AMORTIZATION
Year ending March 31, |
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2021 |
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Note 4. Related Party Transactions
Related Parties Transactions and Indebtedness
The Company owed the officers aggregate of $162,382 at March 31, 2021 and December 31, 2020 for accrued payroll. During the period of three months ending March 31, 2021, March 31, 2020 the Company paid gross payroll of $
Note 5.Note Payable & Accounts Payable
On April 20, 2015, the Company entered into a Material Letter Agreement with an unrelated third-party AIP” in which they promise to pay to patent legal counsel funds to continue prosecuting Patents on behalf of AVRS. AVRS promises to pay AIP, or to such other holder of this promissory note (Note) as designate, the principal, together with a premium of ten percent (10%) of Principle and two percent (2%) of proceeds received by Company from a Monetization Event initiated by AIP. Interest was accrued and reported at March 31, 2021.
On September 24, 2018, the Company, entered into Promissory Note with Walter Geldenhuys, who is our President, Chief Executive Officer and Chief Financial Officer, and who serves as a member of our Board of Directors. The Promissory Note is effective as of September 24, 2018 in the principal amount of $9,000 with a maturity date of the Promissory Note September 24, 2019. Interest at 4% per annum was charged and accrued at December 31, 2018. The Company repaid $2,500 of the note on December 10, 2018. During 2019 the Company repaid $6,500, paying the note in full on December 27, 2019. Interest at 4% per annum was charged and accrued at December 31, 2019. Accrued interest of $254 was paid on February 28, 2020.
Note 6.Stockholder Equity / (Deficit)
The Company has issued shares of its common stock pursuant to certain agreements as described in Note 1.
Note 7. Subsequent Events
Covid-19 also impacted Company funding. Our Secretary / Treasurer, Diana Jakowchuk, continues to advance the Company funds. As of
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report that are not historical are “forward-looking statements”, which can be identified by use of terms such as “may”, “could”, “should”, “expect”, “plan”, “project”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “target” or “continue”, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.
The forward-looking statements contained in this 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this 10-Q are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to various factors listed in this Quarterly Report. All forward-looking statements speak only as of the date of this 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Overview
We are a software development company headquartered in Scottsdale, Arizona. We specialize in creating interface and application solutions for speech recognition technologies. Our speech recognition software and related firmware was first introduced in 1994 at an industry trade show. We currently have limited capital resources. We are not currently engaged in marketing any products. Our principal assets are our patents. Our business strategy will be to attempt to interest other companies in entering into license agreements or other strategic relationships and to support and defend our patents through infringement and interference proceedings, as appropriate. We are currently engaged in discussions with firms that could assist us in commercialization of our intellectual assets.
Results of Operations
We completed a stock exchange on May 19, 2008 and changed our business model. We have not generated any revenue since the stock exchange and do not have any cash generating product or licensing sales.
At March 31, 2021, we had current assets of $1,340 and current liabilities of $281,523, as compared to $348 current assets and $262,623 in current liabilities at December 31, 2020. Our increase in current assets is attributed to Advances by our Secretary / Treasurer. Our increase in current liabilities is due to an increase in Accounts Payable.
We had a net loss of $18,900 and $36,060 for the three months ended March 31, 2021 and 2020 respectively. The increase in net loss is attributable to professional fees.
Liquidity and Capital Resources
For the three months ended March 31, 2021, we used $2,554 of cash in operating activities and -0- in investing activities, and we received a $3,546 advance from a related party. As a result, for the three months ended March 31, 2021, we recognized a $992 increase in cash on hand. For the three months ended March 31, 2020, $19,511 cash was used in operating activities, $-0- cash in investing activities, and we received $15,000 cash from the sale of our common stock, resulting in a $4,511 decrease in cash on hand for the period.
Historically, our President has loaned or advanced to us funds for working capital on an “as needed” basis. There is no assurance that these loans or advances will continue in the future. At March 31, 2021 and December 31, 2020, we owed our officers an aggregate of $162,382 for accrued payroll. On September 24, 2018, the Company entered into Promissory Note with Walter Geldenhuys, who is our President, Chief Executive Officer and Chief Financial Officer, and who serves as a member of our Board of Directors. The Promissory Note is effective as of September 24, 2018 in the principal amount of $9,000 with a maturity date of the Promissory Note September 24, 2019. Interest at 4% per annum was charged and accrued at December 31, 2018. The Company repaid $2,500 of the note on December 10, 2018. During 2019 the Company repaid $6,500, paying the note in full on December 27, 2019. Interest at 4% per annum was charged and accrued at December 31, 2019. Accrued interest of $254 was paid on February 28, 2020. On January 31, 2020 the Company advanced Walter Geldenhuys $1,000. Mr. Geldenhuys repaid the advance on February 28, 2020. Our Secretary Treasurer advanced the Company a total of $8,079 in March 2021.
On March 16, 2015 we entered into a letter agreement with Adapt IP Ventures, LLC (Adapt IP) confirming the retention of Adapt IP to assist us in identifying companies that might be interested in acquiring and / or licensing our patents, to attempt to negotiate financial
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terms and conditions for acquisition and / or licensing and to assist with collection of compensation from such entities. Adapt IP will receive a success fee of 15% of net compensation received from such entities based upon Adapt IP’s efforts. We or Adapt IP may terminate the agreement upon 30 days’ notice to the other party.
On April 20, 2015 we made a Promissory Note to Adapt IP for up to $20,000, and Adapt IP agreed to pay to our patent counsel $19,935 for patent work on our behalf. The Note matures one year from the date of the Note. We are obligated to repay the funds advanced by Adapt IP plus a premium of 10% of the principal amount and a percentage of proceeds received by us from any monetization event involving the patents. If we repay the Note within the six months of the date of the Note, the percentage will be 1%, and it will be 2% after six months. As of March 31, 2021, $12,460 interest has accrued.
On August 20, 2015, AVRS entered into a letter agreement with Dominion Harbor Group, LLC pursuant to which Dominion will provide strategic advisory services to AVRS to support the common goal of the acquisition, sale, licensing, prosecution, enforcement, and settlement with respect to AVRS’s intellectual property, including patents held by AVRS. On June 28, 2017 AVRS and Dominion agreed to terminate the August 20, 2015 Letter Agreement. AVRS did not incur any material early termination penalties in connection of the early termination of the agreement.
On November 1, 2016, AVRS entered into a Contingent Fee Agreement with Buether Joe and Carpenter, LLC to represent AVRS in connection with investigating and asserting claims including negotiating license agreements and the filing and prosecution of lawsuits against any potential infringers of the Patent rights. On June 6, 2017 AVRS and Buether Joe and Carpenter, LLC revised the Contingent Fee Agreement as it related to the termination of the August 20, 2015 Dominion Harbor Letter Agreement.
On June 21, 2018, Advanced Voice Recognition Systems, Inc. (“AVRS”) and Buether Joe & Carpenter, LLC (“BJC) entered into a Letter of Engagement for Legal Services Limited Scope Agreement (“Agreement”) with Schmeiser, Olsen & Watts LLP (“the Firm”) pursuant to which the Firm will serve as local counsel in the United States District Court, District of Arizona. AVRS may terminate the Agreement at any time.
In carrying out our business strategy, we will likely continue to incur expenses in defending our patents and pursuing license agreements. We plan to raise additional funds through future sales of our securities or other means, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance we will be successful in raising additional capital or achieving profitable operations. Our board of directors may attempt to use non-cash consideration to satisfy obligations that may consist of restricted shares of our common stock. These actions would result in dilution of the ownership interests of existing shareholders and may further dilute our common stock book value.
To obtain sufficient funds to meet our future needs for capital, we will from time to time, evaluate opportunities to raise financing through sales of our securities. However, future equity or debt financing may not be available to us at all, or if available, may not be on terms acceptable to us. We do not intend to pay dividends to shareholders in the foreseeable future.
U.S. Patent #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.
U.S. Patent #8,498,871 titled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued July 30, 2013 by the U.S. Patent and Trademark Office. Costs totaling $21,114 have been capitalized and amortization began in the third quarter 2013.
On September 22, 2015, Patent #9,142,217 titled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” (an expansion of our fourth patent) was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning September 22, 2015 and ending 20 years from the application date of the parent application (U.S. Patent No 7,558,730) of November 27, 2001, or November 27, 2021. Costs totaling $35,068 have been capitalized and amortization began in the third quarter 2015.
On April 3, 2018, U.S. Patent #9,934,786 titled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning April 3, 2018 and ending 20 years from the application date of the parent application (U.S. Patent No 7,558,730) of November 27, 2001, or November 27, 2021. Costs totaling $4575 have been capitalized and amortization began in the second quarter 2018.
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In order for our operations to continue, we will need to generate revenues from our intended operations sufficient to meet our anticipated cost structure.
Off-Balance Sheet Arrangements
On March 16, 2015 Advanced Voice Recognition Systems, Inc. (AVRS) entered into a material Letter Agreement with Adapt IP Ventures, LLC (Adapt IP) in which it retained Adapt IP on an exclusive basis. Adapt IP will assist AVRS in identifying companies that might be interested in acquiring and / or licensing the Patents, attempt to negotiate financial terms and conditions for the acquisition and /or licensing of the Patents with such Entity(ies) and assist with collection of compensation from such entities. In connection with services provided under this Agreement, AVRS shall pay Adapt IP a success fee.
On August 20, 2015, Advanced Voice Recognition Systems, Inc. (AVRS) entered into a letter agreement with Dominion Harbor Group, LLC (Dominion) pursuant to which Dominion will provide strategic advisory services to AVRS to support the common goal of the acquisition, sale, licensing, prosecution, enforcement, and settlement with respect to AVRS’s intellectual property, including patents held by AVRS. Dominion has agreed to advance costs recommended by it, including court filing fees, discovery and other litigation costs, and patent prosecution costs, up to an aggregate of $10,000,000. AVRS will be responsible for costs not recommended by Dominion, as well as travel and ordinary business expenses incurred by AVRS. Except for the advanced costs by Dominion, AVRS will be responsible for any contingency payments to law firms. On June 28, 2017 AVRS and Dominion agreed to terminate the August 20, 2015 Letter Agreement. AVRS did not incur any material early termination penalties in connection of the early termination of the agreement.
On November 1, 2016, Advanced Voice Recognition Systems, Inc. (“AVRS”) entered into a Contingent Fee Agreement (the “Agreement”) with Buether Joe & Carpenter, LLC (“BJC”) pursuant to which BJC will represent AVRS in connection with investigating and asserting claims relating to certain patents, including the negotiation of license agreements and the filing and prosecution of lawsuits, against any potential infringers of rights associated with such patents (the “Patent Rights”) BJC will handle licensing and litigation activities under the Agreement on a contingent fee basis. BJC’s fee will depend upon whether AVRS recovers any sums by way of licensing, settlement, trial or otherwise with respect to the Patent Rights. On June 6, 2017 AVRS and BJC revised the Contingent Fee Agreement as it related to the termination of the August 20, 2015 Dominion Harbor Letter Agreement.
Item 3. Quantitative and Qualitative Disclosure 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 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer, who also is our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) and pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2020. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and is communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We have identified, as of December 31, 2020 and 2019, a lack of segregation of duties in accounting and financial reporting activities, which we do not 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. Our chief executive officer and chief financial officer work closely and review all day to day transactional activities with the secretary Treasurer. The volume of the transactions of the Company is limited.
Management believes this lack of segregation of duties in accounting and financial reporting 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, 2020 and 2019 fairly present in all material respects the financial condition and results of operations for the Company in conformity
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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.
Based on our evaluation, our chief executive officer, who also is our chief financial officer, concluded that our disclosure controls and procedures are designed at a reasonable assurance level and were fully effective as of March 31, 2021 in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal controls over financial reporting that occurred during the period covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 5. Legal Proceedings
On November 6, 2017 Advanced Voice Recognition Systems, Inc (AVRS) received notice that Meyers & Associates, LLC (M&A) filed Complaint number 2017CV32482 in Arapahoe County District Court on October 30, 2017. The Complaint relates to purported legal fees owed by AVRS. On January 31, 2018 AVRS entered into a Settlement Agreement and Promissory Note with Meyers & Associates, LLC (M&A). AVRS promises to pay the principal sum of Fifty-Two Thousand Three Hundred Eighty-Five Dollars and Forty-Six Cents ($52,385.46) as well as accrued interest. AVRS shall pay $1,000 per month on the first day of each month beginning February 1, 2018 and continuing through July 1, 2018 and pay all remaining unpaid principal and accrued interest on August 1, 2018. All payments have been paid.
On August 1, 2018 AVRS and M&A entered into an Agreement to Amend Promissory Note. AVRS shall pay $6,000 on or before August 1, 2018, shall pay $1,500 on the first day of each month beginning September 1, 2018 and continuing through November 1, 2018 and shall pay all remaining unpaid principal and accrued interest on December 1, 2018. All payments have been paid.
On November 21, 2018 AVRS and Meyers & Associates entered into a Second Agreement to Amend Promissory Note. AVRS shall pay $20,000 on or before November 21, 2018, shall pay $1,500 on the first day of each month beginning January 1, 2019 and continuing through June 1, 2019 and shall pay all remaining principle and interest on July 1, 2019. On June 7, 2019 a balloon payment of $11,046.74 was paid and the note is paid in full.
AVRS filed a Complaint in the United States District Court Northern District for Arizona (Case No. 2-18-cv-2083) on July 3, 2018, and alleges that Apple products infringe U.S. Patent No. 7,558,730 entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” (the “‘730 Patent”). AVRS is seeking, among other things, a Judgement of infringement, past damages no less than a reasonable royalty, attorneys’ fees, pre and post Judgement interest and costs including expenses and disbursements and any other relief deemed proper by the Court.
On July 22, 2019 Apple, Inc. submitted a petition for Inter Partes Review (“IPR”) of the AVRS patent. It was ordered in the case of AVRS, Inc. v. Apple Inc (Case No. 2-18-cv-2083) that the parties’ stipulation was granted and the case is stayed pending the resolution of the IPR proceeding. Buether Joe and Carpenter, LLC (“BJC”), our representation in the AVRS v. Apple litigation will represent AVRS in the IPR. The IPR response to the Patent Trial and Appeal Board (“PTAB”) was made on November 8, 2019. The PTAB has instituted the IPR on some of the grounds asserted by Apple and denied institution on other grounds asserted by Apple. This means that the IPR will proceed but only on the grounds instituted by the PTAB. Due to the interruption from COVID-19 the Company responded to the PTAB on September 18, 2020. Oral arguments were presented remotely on October 26, 2020. On January 13, 2021 the PTAB Final Written Decision under 35 U.S.C. § 318(a) in Inter Partes Review petitioned by Apple Inc. The decision found that claims 15 and 17 of AVRS’s U.S. Patent No. 7,558,730 B2 were invalid under 35 U.S.C. § 103(a). On March 17, 2021 AVRS filed an appeal to the United States Court of Appeals for the Federal Circuit Docket Number 2021-1745.
Item 6. Exhibits
ITEM 6. EXHIBITS
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 | |
2.3 | Agreement and Plan of Merger between Advanced Voice Recognition Systems, Inc. and NCC, LLC (7) |
3.1 | |
3.2 | |
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 March 27, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (9) |
10.4 | Purchase Agreement dated March 27, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (10) |
10.5 | Purchase Agreement dated March 27, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (11) |
10.6 | Purchase Agreement dated April 5, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (12) |
10.7 | Purchase Agreement dated May 1, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (13) |
10.8 | Purchase Agreement dated May 1, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (14) |
10.9 | |
10.10 | Purchase Agreement dated August 29, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (16) |
10.11 | Purchase Agreement dated December 4, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (17) |
10.12 | Purchase Agreement dated December 4, 2019 between Advanced Voice Recognition Systems, Inc. and an Investor (18) |
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10.13 | Purchase Agreement dated January 2, 2020 between Advanced Voice Recognition Systems, Inc. and an Investor (19) |
10.14 | Purchase Agreement dated January 3, 2020 between Advanced Voice Recognition Systems, Inc. and an Investor (20) |
10.15 | Purchase Agreement dated June 5, 2020 between Advanced Voice Recognition Systems, Inc. and an Investor (21) |
10.16 | Purchase Agreement dated November 17, 2020 between Advanced Voice Recognition Systems, Inc and an Investor (22) |
10.17 | |
10.18 | |
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14.1 | Code of Ethics (7) |
21.1 | |
31.1 | Section 302 Certification – Principal Executive Officer (8) |
31.2 | Section 302 Certification – Principal Financial Officer (8) |
32.1 | |
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(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) Certifications
(9) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 2, 2019
(10) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 2, 2019
(11) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 2, 2019
(12) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 16, 2019
(13) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 7, 2019
(14) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 7, 2019
(15) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 29, 2019
(16) Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 30, 2019
(17) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 10, 2019
(18) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 10, 2019
(19) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 7, 2020
(20) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 7, 2020
(21) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 10, 2020
(22) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 18, 2020
(23) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 21, 2021
(24) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 24, 2021
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| ADVANCED VOICE RECOGNITION SYSTEMS, INC.
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Dated May 10, 2020 | By: | /s/ Walter Geldenhuys |
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| Walter Geldenhuys |
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| President, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer) |
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Dated May 10, 2020 | By: | /s/ Diane Jakowchuk |
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| Diane Jakowchuk |
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| Secretary, Treasurer and Principal Accounting Officer (Principal Accounting Officer) |
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