Item 1. Business.
General Overview.
Advanced Voice Recognition Systems, Inc. (the “Company”, “we” or “us”), was incorporated in the State of Nevada on August 31, 2005 as Samoyed Energy Corp., an oil and gas company. In May 2008, we consummated a stock exchange with the shareholders of Advanced Voice Recognition Systems, Inc., a Colorado corporation (“AVRS”), and consequently, AVRS became our wholly-owned subsidiary. In May 2008, we also transferred our oil and gas assets to Stone Canyon Resources, Inc. In June 2008, AVRS merged with and into us and we changed our name to “Advanced Voice Recognition Systems, Inc.” As a result of the stock exchange and the transfer of our oil and gas assets, our current operations are those of AVRS, and our fiscal year became that of AVRS and now ends on December 31st.
Our common stock has been quoted on the Over-the-Counter Bulletin Board, also referred to as the OTCBB, since April 2007. Prior to June 19, 2008, our ticker symbol was “SMYD”, and on June 19, 2008, following our name change, our ticker symbol changed to “AVOI”. Our website is located at www.avrsys.com.
AVRS was incorporated on July 7, 2005. In May 2000, WG Investments, LLC, a Colorado limited liability company formed that same year, acquired all of the assets of NCC, Inc., an Ohio corporation, and all rights, title and interests in and to U.S. Patent #5,960,447. Promptly following the acquisition, the members of WG Investments, LLC voted to change its name to NCC, LLC. In 2005, the members of NCC, LLC exchanged their membership interests in NCC, LLC for shares of common stock of AVRS.
On March 25, 2009, we entered into an Agreement and Plan of Merger (“Agreement and Plan of Merger”) with our wholly-owned subsidiary, NCC, LLC, a Colorado limited liability company, whereby NCC, LLC merged with and into us 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) our member 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 us without reversion or impairment; and (iv) all liabilities of any kind of NCC, LLC became vested in us. As a result, we own U.S. Patent #5,960,447. Additionally, we own U.S. Patent #7,558,730.
We are a software development company headquartered in Scottsdale, Arizona, with an office in Mitchell, South Dakota. We specialize in creating interface and application solutions for speech recognition technologies. Our speech recognition software and related firmware was first introduced in 1994 at an industry trade show. We currently have limited capital resources. We are not currently engaged in marketing any products. Our principal assets are our patents. Our business strategy will be to attempt to interest other companies in entering into license agreements or other strategic relationships and to 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, and that automatic speech recognition (ASR) products have not provided an effective solution.
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, IBM, and Google Voice. We also will compete with several smaller niche suppliers. We intend to differentiate our solutions from those of our competitors by focusing on efficient correction using methods that will minimize the burden on the user.
Principal Proposed Products or Services
We are in the development stage and 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
Through our AVRS Enterprise™ solutions utilizing the speech recognition software and related firmware, we hope to provide exceptional ease of use, security, scalability, centralized system administration, and flexible and efficient communications. We believe that the primary benefit that our AVRS Enterprise™ solutions will offer is the elimination of typing and the efficient use of personnel for correction and proofreading. We believe that dictation rates of over 300 words per minute are attainable through the three components of our speech recognition software and related firmware: Transaction Manager, Transcription Server, and the Dictation/Correction Assistant Clients. Additionally, AVRS Enterprise™ Solutions may be useful in mobile messaging (voice to texting) and server based web searching for internet content and services.
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.
Medical Market
We principally intend to target the medical industry, which we believe presently has the highest level of individuals utilizing dictation methods to assist in satisfying reporting requirements and documentation needs. We intend to focus sales and marketing efforts on existing local and regional medical transcription, medical billing and equipment companies.
Legal, Law Enforcement, Insurance and Sales Markets
In addition to the medical field, we plan to concurrently target the legal profession, law enforcement, insurance and sales automation markets, which we believe have automatic dictation needs similar to those in the medical industry.
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. 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, and to implement our marketing strategy using the following marketing vehicles:
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Internet
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Trade shows
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Industry trade journal advertising
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Industry trade journal product reviews, reports, and papers
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Target market trade and professional journals
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Media interviews (TV, radio, newspapers)
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Editorial visitations
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Press releases
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Direct mail
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Brochures, sales literature
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Seminars
Intellectual Property
Our primary assets are United States Patent # 5,960,447 and United States Patent #7,558,730. 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 being used.
U.S. Patent #5,960,447 includes 42 claims covering an extremely broad base of features applicable to existing ASR products and markets. We intend to take full advantage of our patent protection by licensing or otherwise.
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. The patent is expected to strengthen our position in voice recognition.
On March 9, 2010 the United States Patent and Trademark Office declared an interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party. Interference 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. The Patent Office presumes that the parties made their inventions in the order of the filing dates accorded to their patent applications - the party with the earliest filing date is referred to as the “senior party,” while those with later filing dates are “junior parties.” If the parties survive the preliminary patentability phase, then the burden of proof to establish priority resides with the junior party. The
Company understands that Allvoice, as the junior party, will bear the burden of proof in establishing priority, and thus will have to show that its inventors invented the technology covered by the interfering subject matter ahead of the Company’s inventors in order to retain its patent.
Research and Development
During fiscal years 2010 and 2009, we did not incur any expense for research and development activities.
We currently have one employee, Diana Jakowchuk our Secretary, Treasurer and Principal Accounting Officer. Walter Geldenhuys, our President, Chief Executive Officer and Chief Financial Officer has contributed services to us free of charge. 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 theis 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 (http://www.sec.gov) that contains our reports, proxy and information statements and other information that we file electronically with the SEC.
Item 2.
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.
Item 3. Legal Proceedings.
On March 9, 2010 the United States Patent and Trademark Office declared interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party. The Company retained a law firm for representation in the interference. An interference 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. Oral arguments before a three member panel of judges is anticipated to occur in January 2011.
On April 6, 2010 the Company retained a law firm for representation in a discovery request in connection with a lawsuit between Allvoice Developments, US, LLC and Microsoft Corporation. In addition Microsoft has motioned for a stay of litigation pending the outcome of the interference proceedings between the Company (Senior Party) and Allvoice Developments, US LLC (Junior Party). Additionally, Microsoft has filed invalidity contentions relying in part on the Company’s first patent. The United States Court of Appeals for the Federal Circuit issued a Writ of Mandamus changing the venue. Motions not yet ruled upon will be considered in 2011.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5.
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 2010 and 2009. These prices represent inter-dealer quotations without retail markup, markdown or commission and may not necessarily represent actual transactions.
Holders
As of February 25, 2011, we have approximately 59 holders of record of our common stock and 186,392,865 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 Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, AZ 85251.
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.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
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 are a development stage enterprise that has incurred losses since inception.
At December 31, 2010, we had current assets of $258,560, and current liabilities of $676,504, as compared to $20,961 current assets and $394,091 in current liabilities at December 31, 2009. Our increase in current assets is attributable to our equity funding agreements. Our increase in current liabilities primarily is due to an increase in Accounts Payable relating to the interference proceedings.
We had a net loss of $1,905,362 for the year ended December 31, 2010, as compared to a net loss of $480,390 for the year ended December 31, 2009. The increase in net loss is attributable to increased professional fees incurred in connection with the interference proceedings in the USPTO.
Liquidity and Capital Resources
During the year ended December 31, 2010, we used $1,266,891 of cash in operating activities and $1,611 of cash in investing activities, as we received $1,394,101 of cash from the sale of our common stock. As a result, for the year ended December 31, 2010, we recognized a $125,599 net increase in cash on hand. For the year ended December 31, 2009, we used $123,461 of cash in operating activities and $4,635 cash in investing activities, and received $128,430 of cash provided by financing activities, resulting in a $334 increase in cash on hand for the year.
During the years ended December 31, 2010 and 2009, our president has loaned or advanced to us funds for working capital on an “as needed” basis. There is no assurance that these loans or advances will continue in the future. Because of our history of losses, 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, on September 24, 2008, we entered into a purchase agreement (the “Purchase Agreement”) with Lion Share Capital, LLC (“Lion Share”) for the sale to Lion Share of 16,000,000 shares of our common stock, and we received a $5,000,000 note (the “Note”) from Lion Share. On January 11, 2010, we terminated the Purchase Agreement and no payments were made by Lion Share on the Note. We foreclosed on the collateral and cancelled the Note.
In an attempt to address our financing needs, we have made sales of our common stock in private transactions.
The Company entered into a Stock Purchase Agreement dated March 10, 2010 with two persons each of whom agreed to purchase 5,000,000 restricted shares of the common stock of AVRS for $250,000. The purchase price for the Shares to be paid in five installments completed on or before June 15, 2010. As of December 31, 2010, the shareholders made payments totaling $400,000 purchasing 8,000,000 shares of common stock.
The Company entered into Stock Purchase Agreements dated May 4, 2010 with two shareholders each of whom agreed to purchase 5,000,000 restricted shares of the common stock of AVRS for $400,000. The purchase price for the Shares is to be paid in seven installments completed on or before November 15, 2010. As of December 31, 2010 the shareholders made payments totaling $20,000 which purchases 250,000 shares of common stock combined. On March 1, 2011, the Company and one purchaser who purchased 125,000 shares for payment of $10,000 agreed to terminate the Stock Purchase Agreement.
The Company entered into a Stock Purchase Agreement dated December 22, 2010 with one person who agreed to purchase 2,500,000 restricted shares of the common stock of AVRS for $200,000. The purchase price for the Shares is to be paid in three installments commencing January 7, 2011 and completed on or before March 4, 2011. The amount remains unpaid.
During the twelve months ended December 31, 2010, the Company also entered into Stock Purchase Agreements for the private sale to eight persons or entities of an aggregate of 12,742,857 shares of the common stock for aggregate proceeds of $1,000,000. One of the purchasers was the Company’s Chairman of the Board who purchased 600,000 shares for $50,000. All of the proceeds were paid during the 12 months ended December 31, 2010.
If we continue to pursue interference proceedings, or 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.
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 amortized began in the third quarter 2009.
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.
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 and patent enforcement actions or our inability to effectively execute our business plan.
If we do not raise additional capital, or we are unable to obtain additional financing, or begin to generate revenues from our intended operations, we may have to scale back or postpone the development and marketing of our products or the enforcement of our patent rights until such financing is available.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
Item 8.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Advanced Voice Recognition Systems, Inc.
We have audited the accompanying consolidated balance sheets of Advanced Voice Recognition Systems, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2010 and 2009, and the period from March 15, 1994 (inception) through December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. 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 effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Advanced Voice Recognition Systems, Inc. as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years ended December 31, 2010 and 2009, and the period from March 15, 1994 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage enterprise that has incurred losses since inception and, at December 31, 2010, has a net capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cordovano and Honeck LLP
Englewood, Colorado
March 30, 2011
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
(A Development Stage Company)
Consolidated Balance Sheets
The accompanying notes are an integral part of these financial statements.
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
(A Development Stage Company)
Consolidated Statements of Operations
The accompanying notes are an integral part of these financial statements.
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
The accompanying notes are an integral part of these financial statements.
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
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”) www.avrsys.com commenced in 1994 with a predecessor entity called NCC, Inc. NCC, Inc. was incorporated on March 15, 1994 in the State of Ohio. NCC, Inc. operated as a software and hardware development company that marketed voice recognition and transcription products for commercial applications.
In May 2000, WG Investments, LLC acquired the assets of NCC, Inc. and subsequently changed its name to NCC, LLC. NCC, LLC (also a predecessor to AVRS) continued the operations of NCC, Inc. until approximately December 31, 2001, when shifts in the industry’s markets caused NCC, LLC to suspend its operations.
AVRS was incorporated in the State of Colorado on July 7, 2005. In September 2005, the members of NCC, LLC transferred all of their membership interests in NCC, LLC to AVRS in exchange for 93,333,333 shares (post-recapitalization) of AVRS common stock. In December 2005, the Board of Directors approved a 1.5-to-1 stock split issuing 46,666,667 common shares (post-recapitalization), which increased the number of common shares outstanding to 140,000,000 shares (post-capitalization). Following the incorporation of AVRS, the Company initiated a new business plan and intends to continue its operations in the voice recognition and transcription industry.
AVRS specializes in creating interface and application solutions for speech recognition technologies. AVRS has successfully obtained patent protection of its proprietary technology (refer to Note 3, Intangible Assets). The Company is focusing its technologies for the medical profession because of the profession’s present extensive use of dictation and its need for multiple applications of speech recognition technology in the generation of reports, documents and medical bills. Additionally the Company will focus on server based dictation and transcription, visual voicemail and the voicemail to text market.
The Company is a development stage enterprise in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises” now referred to as ACS 915 “Development Stage Entities”. The Company has been in the development stage since inception.
Stock Exchange Agreement
On April 28, 2008, the Company entered into a Stock Exchange Agreement with Samoyed Energy Corp., a Nevada corporation (“Samoyed”), which resulted in a reverse acquisition.
The Agreement provided for the reorganization of AVRS with Samoyed. In connection with the Agreement, Samoyed acquired all of the issued and outstanding common shares of AVRS in exchange for 140,000,000 shares of Samoyed’s common stock. 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.
On May 19, 2008, pursuant to the Stock Exchange Agreement, the Company’s shareholders exchanged with, and transferred to Samoyed, all of the issued and outstanding shares of their capital stock. In exchange, Samoyed exchanged with, and issued to, the Company’s shareholders 85% (140,000,000 shares) of Samoyed’s common stock. In connection with the closing of the Stock Exchange Agreement:
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Samoyed delivered to AVRS fully executed documents sufficient to evidence the transfer to Stone Canyon Resources, Inc. (“Stone Canyon”) of all of Samoyed’s oil and gas assets, as well as all of the liabilities related to those oil and gas assets, in exchange for the 22,749,998 shares of Samoyed’s common stock then owned by Stone Canyon, which transfer was completed immediately following the closing of the Stock Exchange Agreement. This transfer resulted in the Samoyed shareholders owning 24,700,008 shares of AVRS common stock.
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Certain shareholders of Samoyed holding an aggregate of 500,000 shares of Samoyed's common stock paid to Samoyed $250,000;
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A shareholder of Samoyed holding an aggregate of 3,500,000 shares of Samoyed’s common stock agreed to pay to Samoyed an amount equal to $1,750,000 within 90 days of the closing of the Stock Exchange Agreement, or in the alternative, tender to Samoyed for cancellation two shares of Samoyed’s common stock for every $1 not paid. On September 29, 2008, the Company and the shareholder agreed to modify this arrangement to provide that the shareholder would deliver to the Company an aggregate of $1,400,000 on or before November 15, 2008, or in the alternative, tender to the Company for cancellation two and one-half shares (2 ½) of the Company’s common stock for every $1 not paid. On January 13, 2009, the Company and the shareholder agreed to further modify this arrangement such that the shareholder is required to deliver to the Company an aggregate of $875,000 on or before March 31, 2009 or in the alternative tender to the Company for cancellation four shares of the Company’s stock for every $1 not paid. On May 26, 2009 the Company and the shareholder agreed to modify the agreement such that the shareholder is required to deliver to the Company an aggregate of $790,945 on or before August 31, 2009, or in the alternative tender to the Company for cancellation four (4) shares of Company’s common stock for every $1 not paid. On November 18, 2009 the Company and the shareholder agreed to modify the agreement such that the shareholder is required to deliver to the Company an aggregate of $478,606 on or before April 30, 2010, or in the alternative, tender to Company for cancellation 6.45 shares of Company’s common stock for every $1 not paid. In 2009 the shareholder made three payments which totaled $52,430 as of December 31, 2009. On March 31, 2010 the Company and the shareholder agreed to modify the agreement such that the shareholder is required to deliver to the Company an aggregate of $216,144 on or before June 1, 2010, or in the alternative, tender to Company for cancellation 14.29 shares of Company’s common stock for every $1 not paid. During the year ended December 31, 2010 the shareholder made payments totaling $153,333. The amount remaining to be received at year ended December 31, 2010 is $62,812.
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Certain shareholders of Samoyed holding shares of Samoyed’s common stock agreed that, commencing on the date the Stock Exchange Agreement closed, and ending on a date one year later, the shareholders will not, without the written consent of Samoyed, (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, certain of their shares of Samoyed’s common stock owned directly by them, or with respect to which they have beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of those shares of Samoyed’s common stock owned directly by them, or with respect to which they have beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission. On May 19, 2009, one year from the closing date of the Stock Exchange Agreement, the Company released the shares of those certain stock holders.
Stock Purchase Agreement
The Company entered into a Stock Purchase Agreement dated March 10, 2010 with two persons each of whom agreed to purchase 5,000,000 restricted shares of the common stock of AVRS for $250,000. The purchase price for the Shares to be paid in five installments completed on or before June 15, 2010. As of December 31, 2010, the shareholders made payments totaling $400,000 purchasing 8,000,000 shares of common stock.
The Company entered into Stock Purchase Agreements dated May 4, 2010 with two shareholders each of whom agreed to purchase 5,000,000 restricted shares of the common stock of AVRS for $400,000. The purchase price for the Shares is to be paid in seven installments completed on or before November 15, 2010. As of December 31, 2010 the shareholders made payments totaling $20,000 which purchases 250,000 shares of common stock combined.
During the twelve months ended December 31, 2010, the Company entered into Stock Purchase Agreements for the private sale to eight persons or entities of an aggregate of 12,742,857 shares of the common stock for aggregate proceeds of $1,000,000. One of the purchasers was the Company’s Chairman of the Board who purchased 600,000 shares for $50,000. All of the proceeds were paid during the 12 months ended December 31, 2010.
The Company entered into a Stock Purchase Agreement dated December 22, 2010 with one person who agreed to purchase 2,500,000 restricted shares of the common stock of AVRS for $200,000. The purchase price for the Shares is to be paid in three installments commencing January 7, 2011 and completed on or before March 4, 2011. The amount remains unpaid.
Agreement and Plan of Merger
On March 25, 2009, the Company entered into an Agreement and Plan of Merger (“Agreement and Plan of Merger”) with its wholly-owned subsidiary, NCC, LLC, a Colorado limited liability company, whereby NCC, LLC merged with and into the Company pursuant to Section 92A.180 of the Nevada Business Corporations Act. Upon consummation of the Agreement and Plan of Merger: (i) NCC, LLC ceased to exist; (ii) the Company’s membership interests in NCC, LLC automatically were canceled or retired and ceased to exist, without any consideration delivered in exchange thereof; (iii) the title to all estate, property rights privileges, powers and franchise assets and/or other
rights owned by NCC, LLC became vested in the Company without reversion or impairment; and (iv) all liabilities of any kind of NCC, LLC became vested in the Company.
Stock Based Compensation
On March 18, 2009, the Company issued 350,000 restricted shares of the Company’s common stock, par value $.001 per share to Equiti-Trend Advisors LLC as deferred compensation in exchange for public relations services for a period of six months. Shares were valued at $.25 per share on the date as of March 18, 2009 for a total stock compensation of $87,500. On December 8, 2009, the Company issued 350,000 restricted shares of the Company’s common stock, par value $.001 per share to OTC Navigation as deferred compensation in exchange for public relations services for a period of three months. Shares were valued at $.18 per share on the date of issue, December 8, 2009. Deferred compensation of $63,000 has been recorded. The $63,000 of compensation deferred at 12/31/09 was expensed in 2010. Services began January 6, 2010 and completed April 5, 2010.
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. As shown in the accompanying financial statements, the Company is a development stage enterprise with losses since inception and a net capital deficit. These factors, among others, may indicate that the Company will be unable to continue as a going concern for 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, 2010 and 2009, the Company’s president has loaned or advanced the Company funds for working capital on an “as needed” basis. There is no assurance that these loans or advances will continue in the future. As a condition to closing the Stock Exchange Agreement with Samoyed on May 19, 2008, the Company and one of its shareholders agreed that the shareholder would provide funds to the Company, or in the alternative tender certain of his shares of the Company’s common stock for cancellation. During the twelve months ended December 31, 2010, the Company received an aggregate of $ 1,420,000 from the sale of shares in private offerings of its common stock.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basis of Consolidation
The consolidated financial statements include our accounts and those of NCC, LLC which merged with and into AVRS, Inc. March 25, 2009. Intercompany transactions and balances have been eliminated. The accounts, results of operations and cash flows of acquired companies are included from their respective acquisition dates.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had cash at December 31, 2010 of $128,560, and $2,961 cash at December 31, 2009. 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. The carrying value of the first patent is $63,247 with $47,434 amortized and a balance at December 31, 2010 of $15,813. The carrying balance of the second patent is $58,277 with $7,038 amortized and a balance at December 31, 2010 of $ $51,239. The weighted average arrives at a period of 13.75 years based on a period of 16.1 years for patent #1 and 12.4 years for patent #2, weighted for the total amount capitalized on each patent. Amortization expense totaled $8,908 and $6,562 for years ended, December 31, 2010 and 2009, respectively. Estimated aggregate amortization expense for each of the next five years is as follows:
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. Impairment recorded in, 2010 and 2009 was $1,068,860 and $-0- respectively. See Note 3.
Loss per Common Share
The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock
method in determining common stock equivalents. At December 31, 2010 and 2009, 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
The Company has evaluated all subsequent events through the date the financial statements were available to be issued (see Note 8).
Recent Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”), now referred to as ASC 105-10, Generally Accepted Accounting Principles. This guidance establishes only two levels of GAAP, authoritative and non-authoritative. This standard establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws remain sources of authoritative GAAP for SEC registrants. ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the guidance did not have a material impact on our financial statements.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165”), now referred to as ASC 855-10. ASC 855-10 incorporates accounting and disclosure requirements related to subsequent events into U.S. GAAP. The guidance establishes general standards of accounting for and disclosure of subsequent events that occur after the balance sheet date. Entities are also required to disclose the date through which subsequent events have been evaluated and the basis for that date. The adoption of the guidance did not have a material impact on the Company’s financial statements. The Company has evaluated subsequent events through the date of issuance, February 1, 2011, the date these financial statements were available to be issued. See Note 8 for more information.
Note 3. Intangible and Fixed Assets
Intangible Assets
On November 13, 1995 the Company filed a patent application with the U.S. Patent and Trademark Office, which was granted on September 28, 1999 as patent #5,960,447, “Word Tagging and Editing system for Speech Recognition”. In accordance with 35 USC 154, the term for the above referenced patent shall be for a period beginning on the date on which the patent issues and ending 20 years from the date on which the application for the patent was filed in the United States. The above referenced U.S. Patent will expire on November 13, 2015.
The Company monitors the anticipated outcome of legal actions, and if it determines that the success of the defense of a patent is probable, and so long as the Company believes that the future economic benefit of the patent will be increased, the Company capitalizes external legal costs incurred in the defense of the patent. Upon successful defense of litigation, the amounts previously capitalized are amortized over the remaining life of the patent.
On July 7, 2009, Patent No.: US 7,558,730 titled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” was issued by the United States Patent and Trademark Office. In accordance with 35 USC 154, the patent shall be for a term beginning on July 7, 2009 and ending 20 years from the application date of November 27, 2001. The patent will expire on November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2009 and the Company began amortization.
On March 9, 2010 the United States Patent and Trademark Office declared interference between the Company as Senior Party and Allvoice Developments, US LLC as Junior Party. Interference is a proceeding 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. The Patent Office presumes that the parties made their inventions in the order of the filing dates accorded to their patent applications - the party with the earliest filing date is referred to as the “senior party,” while those with later filing dates are “junior parties.” If the parties survive the preliminary patentability phase, then the burden of proof to establish priority resides with the junior party. The Company understands that Allvoice, as the junior party, will bear the burden of proof in establishing priority, and thus will have to show that its inventors invented the technology covered by the interfering subject matter ahead of the Company’s inventors in order to retain its patent. On March 12, 2010 the Company retained legal counsel for representation in the interference proceedings. The Company was a party to the patent interference proceedings during 2010. AVRS has the potential to obtain a new patent as a result of this interference. However, by year-end, the interference had not been completed and AVRS had no way to assess its chances of obtaining the new patent, or what the possible value of the new patent might be. As a result, 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 July 5, 2009, a continuation Application was filed with the USPTO. In December 2010 $1,611 of costs associated with that application were reported as deferred costs. Amortization commences once the patent is issued. If the application is denied costs are charged to operations in the year they are denied.
Fixed Assets
Fixed assets consist of the following:
Depreciation expense totaled $1,543 and $1,498, respectively, for the years ended December 31, 2010 and 2009.
Note 4. Related Party Transactions
Contributed Services
During the years from 2000 through 2010 the Company’s officers and employees contributed management services and administrative services. The fair value of those services was recorded in the accompanying financial statements based on the prevailing rates for such services, with a corresponding credit to Additional paid-in capital. Contributed services recorded in the accompanying financial statements consisted of the following:
Indebtedness to Related Parties
During the years from 2000 through 2010, certain officers advanced the Company working capital to maintain the Company’s operations. As of December 31, 2010 and 2009, the Company owed the officers $123,113 and $302,344, respectively. The majority of the balance is owed to the Company’s president and totaled $117,313 and $296,544, respectively, at December 31, 2010 and 2009. Of the amount owed to the Company’s president, $225,544 was converted into a promissory note in May 2008. As of December 31, 2010 the Company repaid $188,231 reducing the note to $37,313. The note carries a 4 percent annual interest rate and matured on July 6, 2009. On July 6, 2009 the Company issued an allonge to the promissory note that extended the maturity date to October 5, 2009. On November 12, 2009 a second allonge to the promissory note extended the maturity date to April 9, 2010. On April 9, 2010 a third allonge to the promissory note extended the maturity date to April 15, 2011. Interest expense related to the note totaled $6,282, of which $768 was accrued at December 31, 2010.
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. The note carries a 4 percent annual interest rate and matures on April 9, 2010. On April 9, 2010 the Company issued an allonge to the promissory note that extended the maturity date to April 15, 2011. Interest expense related to the note totaled $3,198 of which $815 was accrued at December 31, 2010.
Note 5. Income Taxes
A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows:
The Company is considered a start-up company for income tax purposes. As of December 31, 2010, 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, 2010.
Note 6 . Concentration of Risk
Beginning December 31, 2010, through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. On December 31, 2010, the Company had cash balances at one FDIC insured financial institution of $128,560 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 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. In addition Microsoft has motioned for a stay of litigation pending the outcome of the interference proceedings between the Company (Senior Party) and Allvoice Developments, US LLC (Junior Party). Additionally, Microsoft has filed invalidity contentions relying in part on the Company’s first patent.
Note 8. Subsequent Events
A shareholder of Samoyed holding an aggregate of 3,500,000 shares of Samoyed’s common stock agreed to pay to Samoyed an amount equal to $1,750,000 within 90 days of the closing of the Stock Exchange Agreement, or in the alternative, tender to Samoyed for cancellation two shares of Samoyed’s common stock for every $1 not paid. The shareholder and the company agreed to modify the agreement on four occasions. On March 31, 2010 the company and the shareholder agreed to modify the agreement such that the shareholder is required to deliver to the Company and aggregate of $216,144 on or before June 1, 2010, or in the alternative, tender to Company for cancellation 14.29 shares of Company’s common stock for every $1 not paid. As of December 31, 2010 the shareholder made payments totaling $153,333. As of February 9, 2011, the shareholder had made payments totaling $165,333 leaving a balance due of $50,812.
On January 13, 2011 oral arguments took place before a three judge panel on all issues raised in the interference.
On January 13, 2011 the USPTO issued a Notice of Allowance for the continuation application filed on July 5, 2009. The patent is expected to issue in 2011 and all deferred costs associated with that application will be capitalized and amortization will commence in the period.
On March 1, 2011 the Company and one purchaser of the stock purchase agreement dated May 4, 2010 signed a mutual termination agreement. The balance of $390,000 representing 4,875,000 shares of Common Stock was cancelled.
The Company entered into a Stock Purchase Agreement dated March 9, 2011 with one person who agreed to purchase 4,375,000 restricted shares of the common stock of AVRS for $350,000. Payment was made in full on March 10, 2011.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A(T).
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, 2010. 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 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, 2010, 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, 2010 and 2009 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, 2010. We have identified, as of December 31, 2010, 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, 2010 and 2009 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.
Item 9B. Other Information.
None.
PART III
Item 10.
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.
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. On October 1, 2002, Walter Geldenhuys plead guilty to a misprision of a felony.
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, 2010; 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.
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 during our last two completed fiscal years, as reflected in the following table. Diana Jakowchuk, our Secretary, Treasurer and Principle Accounting Officer contributed services until June 1, 2010.
Summary Compensation Table
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 and Director of AVRS in 2009 and 2010.
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.
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, 2010 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, 2010 for his service as one of our Directors or as a Director of AVRS.
Compensation Committee Interlocks and Insider Participation
As AVRS does not have a compensation committee Ms. Jakowchuk’s salary was authorized by written consent of the Board of Directors.
Item 12.
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 February 26, 2011, 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 February 26, 2011 was 186,392,865.
 Named executive officer.
* Less than 1% of the outstanding common stock.
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.
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 July 6, 2009, and accrues interest at a rate of 4% per annum. As of December 31, 2010 the Company repaid $188,231 reducing the note to $37,313. On July 6, 2009 the Company issued an allonge to the promissory note that extended the maturity date to October 5, 2009. On November 12, 2009 a second allonge to the promissory note extended the maturity date to April 9, 2010. On April 9, 2010 a third allonge to the promissory note extended the maturity date to April 15, 2011. Interest expense related to the note totaled $6,282, of which $768 was accrued at December 31, 2010.
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. The note carries a 4 percent annual interest rate and matures on April 9, 2010. On April 9, 2010 the Company issued an allonge to the promissory note that extended the maturity date to April 15, 2011. Interest expense related to the note totaled $3,198 of which was accrued at December 31, 2010.
For the year ended December 31, 2010, Directors and Officers provided contributed services to the Company valued at $215,376.
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.
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, 2010 and December 31, 2009.
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.
Item 15. Exhibits, Financial Statement Schedules.
Exhibit
Description
(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2008.
(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 10, 2008.
(3) Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on October 31, 2005.
(4) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 18, 2007.
(5) Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 4, 2008.
(6) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on February 14, 2008.
(7) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 31, 2008.
(8) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 21, 2008.
(9) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
(10) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2008.
(11) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 20, 2009.
(12) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 23, 2009
(13) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 1, 2009
(14) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 14, 2009
(15) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 30, 2009
(16) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 15, 2009
(17) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2009
(18) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 23, 2009
(19) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 13, 2009
(20) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2010
(21) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 16, 2010
(22) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 6, 2010
(23) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010
(24) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010
(25) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 10, 2010
(26) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 30, 2010
(27) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 2, 2010
(28) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 9, 2010
(29) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 10, 2010
(30) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 27, 2010
(31) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 25, 2010
(32) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 26, 2010
(33) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 1, 2010
(34) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 9, 2010
(35) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 28, 2010
(36) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 7, 2011
(37) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 15, 2011
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 30 day of March, 2011.
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.
INDEX
Exhibit
Description
(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2008.
(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 10, 2008.
(3) Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on October 31, 2005.
(4) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 18, 2007.
(5) Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 4, 2008.
(6) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on February 14, 2008.
(7) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 31, 2008.
(8) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 21, 2008.
(9) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
(10) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2008.
(11) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 20, 2009.
(12) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 23, 2009
(13) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 1, 2009
(14) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 14, 2009
(15) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 30, 2009
(16) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 15, 2009
(17) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 13, 2009
(18) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 23, 2009
(19) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 13, 2009
(20) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2010
(21) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 16, 2010
(22) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 6, 2010
(23) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010
(24) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 12, 2010
(25) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 10, 2010
(26) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 30, 2010
(27) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 2, 2010
(28) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 9, 2010
(29) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 10, 2010
(30) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 27, 2010
(31) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 25, 2010
(32) Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 26, 2010
(33) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 1, 2010
(34) Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 9, 2010
(35) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 28, 2010
(36) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 7, 2011
(37) Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 15, 2011