UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q /A

Amendment No. 1

 

(MARK ONE)

 

[X]

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

 

For the quarterly period ended June 30, 2018

or

 

[_]

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

 

For the transition period from _________ to _________

 

Commission File Number:  000-52390

Advanced Voice Recognition Systems, Inc.

( Exact name of registrant as specified in its charter)  

 

Nevada

98-0511932

(State or other jurisdiction of incorporation or organization)

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

 

7659 E. Wood Drive

Scottsdale, Arizona  85260

(Address of principal executive offices)

 

(480) 704-4183

(Registrant's telephone number, including area code)

 

 

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

Yes [X] No [_]

 

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

Yes [X] No [_]

 

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

 

 

Large accelerated filer

[_]

Accelerated filer

[_]

 

Non-accelerated filer

[_]

Smaller reporting company

[X]

 

(Do not check is smaller reporting company)

Emerging growth company

[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [_]

 

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

Yes [_] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 As of August 8, 2018 255,520,268  shares of common stock are issued and outstanding.

 


 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 (“Form 10-Q”) is to include text on cover page regarding Emerging Growth Company and to correct yes regarding submission on the Company website which was filed with the Securities and Exchange Commission on August 14, 2018.

 

PART II — OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

2.1

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

2.2

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

2.3

Agreement and Plan of Merger between Advanced Voice Recognition Systems, Inc. and NCC, LLC(49)

3.1

Articles of Incorporation(3)

3.2

Certificate of Change to Articles of Incorporation(4)

3.3

Bylaws(3)

10.1

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

10.2

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

10.3

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

10.4

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

10.5

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

10.6

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

10.7

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

10.8

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

10.9

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

10.10

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

10.11

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

10.12

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

10.13

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

10.14

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

10.15

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

10.16

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

10.17

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

10.18

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

10.19

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

10.20

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

10.21

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

10.22

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

10.23

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

10.24

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

10.25

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

10.26

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

10.27

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

10.28

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

10.29

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

10.30

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

10.31

Letter Agreement dated March 16, 2015 between Advanced Voice Recognition Systems, Inc. and Adapt IP. (37)

10.32

Purchase Agreement dated March 17, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (38)

10.33

Letter Agreement dated April 20, 2015 between Advanced Voice Recognition Systems, Inc. and Adapt IP. (39)

10.34

Purchase Agreement dated June 3, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (40)

10.35

Purchase Agreement dated July 31, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (41)

10.36

Letter Agreement dated August 21, 2015 between Advanced Voice Recognition Systems, Inc. and Dominion. (42)

10.37

Purchase Agreement dated August 24, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (43)

10.38

Purchase Agreement dated September 1, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (44)

10.39

Purchase Agreement dated September 28, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (45)

10.40

Purchase Agreement dated October 14, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (46)

10.41

Purchase Agreement dated October 14, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (47)

10.42

Purchase Agreement dated November 30, 2015 between Advanced Voice Recognition Systems, Inc. and an Investor. (48)

10.43

Purchase Agreement dated January 19, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor. (49)

10.44

Purchase Agreement dated February 19, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor. (50)

10.45

Departure of Directors or Certain Officers  dated February 26, 2016 (51)

10.46

Purchase Agreement dated March 10, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor. (52)

10.47

Purchase Agreement dated March 10, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor. (53)

10.48

10.49

10.50

10.51

10.52

10.53

10.54

10.55

10.56

10.57

10.58

10.59

10.60

10.61

10.62

10.63

10.64

10.65

10.66

10.67

10.68

10.69

10.70

10.71

10.72

10.73

10.74

10.75

10.76

10.77

10.78

10.79

Purchase Agreement dated March 22, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor. (54)

Purchase Agreement dated July 14, 2016 between Advanced Voice Recognition Systems, Inc. and an Investor (55)

Purchase Agreement dated September 19, 2016 between Advanced Voice Recognition Systems, Inc and an Investor (56)

Purchase Agreement dated October 11, 2016 between Advanced Voice Recognition Systems, Inc and an Investor (57)

Purchase Agreement dated October 21, 2016 between Advanced Voice Recognition Systems, Inc and an Investor (58)

Purchase Agreement dated November 16, 2016 between Advanced Voice Recognition Systems, Inc and an Investor (59)

Purchase Agreement dated December 14, 2016 between Advanced Voice Recognition Systems, Inc and an Investor (60)

Purchase Agreement dated January 12, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (61)

Purchase Agreement dated February 3, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (62)

Purchase Agreement dated February 21, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (63)

Purchase Agreement dated February 27, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (64)

Purchase Agreement dated March 23, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (65)

Letter Agreement dated March 31, 2017 between Advanced Voice Recognition Systems, Inc and Schmeiser (66)

Purchase Agreement dated April 14, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (67)

Purchase Agreement dated May 1, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (68)

Purchase Agreement dated May 1, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (69)

Purchase Agreement dated May 4, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (70)

Purchase Agreement dated June 5, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (71)

Purchase Agreement dated June 19, 2017 between Advanced Voice Recognition Systems, Inc and an Investor (72)

Letter of Termination dated June 28, 2017 between Advanced Voice Recognition Systems, Inc and Dominion (73)

Purchase Agreement dated October 26, 2017 between Advanced Voice Recognition Systems, Inc and an investor (74)

Purchase Agreement dated November 9, 2017 between Advanced Voice Recognition Systems, Inc and an investor (75)

Purchase Agreement dated December 20, 2017 between Advanced Voice Recognition Systems, Inc and an investor (76)

Purchase Agreement dated January 21, 2018 between Advanced Voice Recognition Systems, Inc and an investor (77)

Purchase Agreement dated February 21, 2018 between Advanced Voice Recognition Systems, Inc and an investor (78)

Purchase Agreement dated March 6, 2018 between Advanced Voice Recognition Systems, Inc and an investor (79)

Purchase Agreement dated March 19, 2018 between Advanced Voice Recognition Systems, Inc and an investor (80)

Purchase Agreement dated April 5, 2018 between Advanced Voice Recognition Systems, Inc. and an investor (81)

Purchase Agreement dated April 30, 2018 between Advanced Voice Recognition Systems, Inc. and an investor (82)

Purchase Agreement dated April 30, 2018 between Advanced Voice Recognition Systems, Inc. and an investor (83)

Purchase Agreement dated May 18, 2018 between Advanced Voice Recognition Systems, Inc. and an investor (84)

Letter Agreement dated June 21, 2018 between Advanced Voice Recognition Systems, Inc and Schmeiser (85)

 

 

14.1

Code of Ethics(7)

21.1

Subsidiaries of the Registrant(7)

31.1

Section 302 Certification - Principal Executive Officer(8)

31.2

Section 302 Certification - Principal Financial Officer(8)

32.1

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

 

 

 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(37)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 20, 2015 

(38)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 23, 2015 

(39)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 23, 2015 

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

(41)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 5, 2015 

(42)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 21, 2015 

(43)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on August 28, 2015 

(44)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 4, 2015 

(45)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 2, 2015 

(46)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 19, 2015 

(47)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 19, 2015 

(48)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 2, 2015 

(49)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 25, 2016

(50)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 23, 2016

(51)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 1, 2016

(52)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 14, 2016

(53)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 14, 2016

(54)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 22, 2016 

(55)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 19, 2016 

(56)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 17, 2016 

(57)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 25, 2016 

(58)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 7, 2016 

(59)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 21, 2016 

(60)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 14, 2016 

(61)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 13, 2017 

(62)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 8, 2017 

(63)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 27, 2017 

(64)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 3, 2017 

(65)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 28, 2017 

(66)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 4, 2017 

(67)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 18, 2017

(68)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 4, 2017 

(69)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 4, 2017 

(70)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 8, 2017

(71)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 8, 2017  

(72)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 22, 2017

(73)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 28, 2017  

(74)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 27, 2017

(75)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on November 13, 2017

(76)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 21, 2017

(77)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 23, 2018

(78)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 23, 2018

(79)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 9, 2018

(80)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 21, 2018

(81)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 9, 2018

(82)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2018

(83)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 1, 2018

(84)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 21, 2018

(85)   Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 28, 2018


 

SIGNATURES

 

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

 

 

 

 

 

 

 

 

 

  Advanced Voice Recognition Systems, Inc.

 

Dated September 24, 2018

By:

/s/ Walter Geldenhuys

 

 

Walter Geldenhuys

 

 

President, Chief Executive Officer, and Chief Financial Officer

(Principal Executive Officer)

 

 

 

Dated September 24, 2018

By:

/s/ Diane Jakowchuk

 

 

Diane Jakowchuk

 

 

Secretary, Treasurer and Principal Accounting Officer

(Principal Accounting Officer)

 

 

 

 

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