Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 21, 2024 | Jun. 30, 2023 | |
Details | |||
Registrant CIK | 0001342936 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Securities Act File Number | 000-52390 | ||
Entity Registrant Name | ADVANCED VOICE RECOGNITION SYSTEMS, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 98-0511932 | ||
Entity Address, Address Line One | 7659 E. Wood Drive | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
City Area Code | 480 | ||
Local Phone Number | 704-4183 | ||
Title of 12(b) Security | Common Stock par value $0.001 per share | ||
Trading Symbol | AVOI | ||
Security Exchange Name | NONE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,087,091 | ||
Entity Common Stock, Shares Outstanding | 12,976,685 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current Assets | |||
Cash and cash equivalents | $ 480 | $ 138 | |
Total Current Assets | 480 | 138 | |
Fixed Assets | |||
Computer equipment, net | 929 | 0 | |
Total Fixed Assets | 929 | 0 | |
Total Assets | 1,409 | 138 | |
Current Liabilities | |||
Accounts payable | 0 | 101,778 | |
Payroll | 219,677 | 162,380 | |
Note payable AIP | 0 | 19,935 | |
Advance - related party | 123,500 | 44,188 | |
Accrued interest | 7,019 | 15,450 | |
Total Current Liabilities | 350,196 | 343,731 | |
Total Liabilities and Stockholders' Deficit | 1,409 | 138 | |
Total Liabilities | 350,196 | 343,731 | |
Stockholders' Deficit | |||
Common Stock, Value, Issued | 5,477 | 284,920 | |
Preferred Stock, Value, Issued | 0 | 0 | |
Escrow Shares (1) (2) | [1],[2] | 0 | 262,580 |
Additional paid-in capital | 8,588,626 | 7,740,920 | |
Accumulated Deficit | (8,942,890) | (8,632,013) | |
Total Stockholders' Deficit | $ (348,787) | $ (343,593) | |
[1]547,500,000 shares of the Company’s Common stock are issued and outstanding in 2022. It is comprised of 284,920,269 paid shares and 262,579,731 shares of the Company’s Common stock in Escrow.[2] On July 5, 2023, a reverse split of 1 to 100 shares was authorized. |
Condensed Balance Sheets - Pare
Condensed Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | ||
Condensed Balance Sheets | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 547,500,000 | 547,500,000 | ||
Common Stock, Shares, Issued | 5,476,685 | [1] | 284,920,269 | [2] |
Common Stock, Shares, Outstanding | 5,476,685 | [1] | 284,920,269 | [2] |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
[1]547,500,000 shares of the Company’s Common stock are issued and outstanding in 2022. It is comprised of 284,920,269 paid shares and 262,579,731 shares of the Company’s Common stock in Escrow.[2] On July 5, 2023, a reverse split of 1 to 100 shares was authorized. |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Statements of Operations | ||
Sales | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
Compensation | 270,003 | 3,957 |
Professional fees | 72,241 | 32,288 |
Office | 4,305 | 8,687 |
Depreciation | 123 | 0 |
Other | 7,631 | 1,703 |
Total operating expenses | 354,303 | 46,635 |
Loss from operations | (354,303) | (46,635) |
Other income and (expense) | ||
Gain on early ext. of debt | 50,445 | 0 |
Interest expense | (7,019) | (1,954) |
Net other income (expense) | 43,426 | (1,954) |
Gain (loss) before income taxes | (310,877) | (48,589) |
Provision for income taxes | 0 | 0 |
Net Income (Loss) | $ (310,877) | $ (48,589) |
Basic and diluted gain (loss) per common share* | $ 0 | $ 0 |
Weighted average number of common shares | 5,475,587 | 287,054,714 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total | |
Equity Balance, Starting at Dec. 31, 2021 | $ 284,587 | $ 7,998,833 | $ (8,583,424) | $ (300,004) | |
Shares Outstanding, Starting at Dec. 31, 2021 | 284,586,935 | ||||
Stock Issued During Period, Value, New Issues | $ 333 | 4,667 | 0 | 5,000 | |
Stock Issued During Period, Shares, New Issues | 333,334 | ||||
Shares in Escrow, Value | $ 262,580 | (262,580) | 0 | 0 | |
Net Income (Loss) | $ 0 | 0 | (48,589) | (48,589) | |
Shares Outstanding, Ending at Dec. 31, 2022 | 547,500,000 | ||||
Equity Balance, Ending at Dec. 31, 2022 | $ 547,500 | 7,740,920 | (8,632,013) | (343,593) | |
Shares in Escrow, Shares | 262,579,731 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | [1] | $ (542,025) | 542,025 | 0 | 0 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | [1] | (542,024,964) | |||
Release from Escrow | $ 0 | 305,683 | 0 | 305,683 | |
Stock Issued During Period, Value, Other | $ 2 | (2) | 0 | 0 | |
Stock Issued During Period, Shares, Other | 1,649 | ||||
Net Income (Loss) | $ 0 | 0 | (310,877) | (310,877) | |
Shares Outstanding, Ending at Dec. 31, 2023 | 5,476,685 | ||||
Equity Balance, Ending at Dec. 31, 2023 | $ 5,477 | $ 8,588,626 | $ (8,942,890) | $ (348,787) | |
[1] On July 5, 2023, a reverse split of 1 to 100 shares was authorized. |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (310,877) | $ (48,589) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization and depreciation | 123 | 0 |
Interest expense | 7,019 | |
Changes in operating liabilities | ||
Accounts payable and accrued liabilities | (44,481) | 2,090 |
Net cash provided (used) in operating activities | (348,216) | (46,499) |
Cash Flows from Investing Activities | ||
Purchase of computer equipment | (1,052) | 0 |
Net cash used in investing activities | (1,052) | 0 |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 0 | 5,000 |
Release from escrow | 305,683 | 0 |
Payment of advance from related party | (59,638) | 0 |
Payment of note payable AIP | (19,935) | 0 |
Advance from related party | 123,500 | 29,489 |
Net cash provided by financing activities | 349,610 | 34,489 |
Net change in cash | 342 | (12,010) |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning Balance | 138 | 12,148 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | 480 | 138 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 15,450 | 1,495 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Round up shares issued | $ 2 | $ 0 |
Note 1. Nature of Operations
Note 1. Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 1. Nature of Operations | Note 1. Nature of Operations Company Overview The operations of Advanced Voice Recognition Systems, Inc. (“AVRS” or the “Company”), http://www.avrsys.com, commenced in 1994 with a predecessor entity called NCC, Inc. NCC, Inc. was incorporated on March 15, 1994, in the State of Ohio. NCC, Inc. operated as a software and hardware development company that marketed voice recognition and transcription products for commercial applications. In May 2000, WG Investments, LLC acquired the assets of NCC, Inc. and subsequently changed its name to NCC, LLC. NCC, LLC (also a predecessor to AVRS) continued the operations of NCC, Inc. until approximately December 31, 2001, when shifts in the industry’s markets caused NCC, LLC to suspend its operations. AVRS was incorporated in the State of Colorado on July 7, 2005. In September 2005, the members of NCC, LLC transferred all of their membership interests in NCC, LLC to AVRS in exchange for 93,333,333 shares (post-recapitalization) of AVRS common stock. In December 2005, the Board of Directors approved a 1.5-to-1 stock split issuing 46,666,667 common shares (post-recapitalization), which increased the number of common shares outstanding to 140 million shares (post-capitalization). Following the incorporation of AVRS, the Company initiated a new business plan and intends to continue its operations in the voice recognition and transcription industry. AVRS is a software development company specializing in speech recognition technologies. AVRS has successfully obtained patent protection of its proprietary technology (refer to Note 3, Intangible Assets). The Company continues to explore all options to monetize and enforce our patent portfolio through patent enforcement and licensing of the six patents issued. Amended and Restated Articles of Incorporation On July 3, 2023, the Company filed Amended and Restated Articles of Incorporation for the State of Nevada where the authorized number of common shares were amended to five hundred seventy-two million five hundred thousand shares (572,500,000) consisting of five hundred forty-seven million five hundred thousand (547,500,000) common shares with par value of $0.001 per share and twenty- five million (25,000,000) preferred shares with par value of $0.001. Stock Exchange Agreement On April 28, 2008, the Company entered into a Stock Exchange Agreement (“the Agreement”) with Samoyed Energy Corp., a Nevada corporation(“Samoyed”), which resulted in a reverse acquisition. The Agreement provided for the reorganization of AVRS with Samoyed. In connection with the Agreement, Samoyed acquired all of the issued and outstanding common shares of AVRS in exchange for 140 million shares of Samoyed’s common stock. On May 19, 2008, at the closing of the Agreement, the former shareholders of AVRS owned approximately 85% of the outstanding common stock of Samoyed, resulting in a change in control. For accounting purposes, this acquisition has been treated as a reverse acquisition and recapitalization of AVRS, with Samoyed the legal surviving entity. Since Samoyed had, prior to the recapitalization, minimal assets and limited operations, the recapitalization has been accounted for as the sale of 24,700,008 shares of AVRS common stock for the net liabilities of Samoyed. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of AVRS. Costs of the transaction have been charged to the period in which they are incurred. In connection with the Agreement, a shareholder of Samoyed holding an aggregate of 3.5 million shares of Samoyed’s common stock made payments totaling $565,651 since 2008 in lieu of tendering shares to the Company. The Company received the final payment of $6,000 on February 15, 2012. Stock Purchase Agreements During year ended December 31, 2022, the Company entered into a Stock Purchase Agreements for the private sale to one person or entity of an aggregate of 3,334 shares of the common stock for aggregate proceeds of $5,000 which was paid in full in the period. On December 29, 2022, the Company entered into an Escrow agreement for the purchase of 262,579,731 shares of the Company’s Common Stock. The shares were in Escrow until full payment was received on April 19, 2023 and released to the purchaser (Note 8). Commitments and Contingencies On April 20, 2015 Advanced Voice Recognition Systems, Inc. (“AVRS”) entered into a Material Letter Agreement with an unrelated third party (“AIP”) in which they promise to pay to patent legal counsel funds to continue prosecuting Patents on behalf of AVRS. AVRS promises to pay AIP, or to such other holder of this promissory note (Note) as designate, the principal, together with a premium of ten percent (10%) of Principle and two percent (2%) of proceeds received by Company from a Monetization Event initiated by AIP. On September 21, 2018, Advanced Voice Recognition Systems, Inc. (“ AVRS Agreement the Firm Litigation From time to time, we may become involved in legal proceedings or other litigation that we consider to be a part of the ordinary course of our business. Presently, we are not involved in any litigation and to the best knowledge of management, there are no legal proceedings pending or threatened against the Company. Reverse Split and Increase in Authorized Shares On July 5, 2023, the Shareholders approved to authorize a reverse split of 1 new share for one hundred old shares basis as of September 30, 2023 where fractional shares will be rounded up to the next whole share. In addition, the Shareholders approved to authorize twenty-five million (25,000,000) preferred shares for a total of 572,500,000 authorized shares of the company. The Articles of Information with the state of Nevada were amended to reflect the approved actions of the Shareholders. Letter of Intent for Business Acquisition On July 14, 2023, the Company issued a letter of intent to acquire 100% of issued and outstanding common and preferred shares of Rivulet Media, Inc, a Delaware corporation, with the ticker symbol (RIVU) in a stock for stock transaction subject to the completion of a reverse stock split of 100 to 1 of the Company’s issued and outstanding shares of common stock and an increase of authorized preferred shares by twenty-five million (25,000,000). Reverse Stock Split The Company effected a 1-for 100 reverse stock split of its outstanding shares of common stock on July 3, 2023. The reverse stock split did not change the number of authorized shares of common stock or par value. All references in these condensed financial statements to share, share prices, and other per share information in all periods for 2023 have been adjusted, on a retrospective basis, to reflect the reverse stock split. |
Note 2. Significant Accounting
Note 2. Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 2. Significant Accounting Policies | 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. Liabilities exceed assets and there is a capital deficiency of $349,716 and no significant revenues. The Company may be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. During the year ended December 31, 2022, the Company received an aggregate of $5,000 from the sale of shares in private offerings of its common stock. During year ended December 31, 2023, the Company received an aggregate of $123,500 from the issuance of related party advances. There is no guarantee that AVRS will be able to provide the capital required for the Company to continue as a going concern. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had cash at December 31, 2023 of $480, and $138 at December 31, 2022. No amounts resulted from cash equivalents. |
Note 3. Intangible and Fixed As
Note 3. Intangible and Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 3. Intangible and Fixed Assets | Note 3. Intangible and Fixed Assets Intangible Assets The Company monitors the anticipated outcome of legal actions, and if it determines that the success of the defense of a patent is probable, and so long as the Company believes that the future economic benefit of the patent will be increased, the Company capitalizes external legal costs incurred in the defense of the patent. Upon successful defense of litigation, the amounts previously capitalized are amortized over the remaining life of the patent. On July 7, 2009, U.S. Patent # 7,558,730, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning on July 7, 2009, and ending 20 years from the application date of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2009, and the Company began amortization. AVRS filed a Complaint in the United States District Court Northern District for Arizona (Case No. 2-18-cv-2083) on July 3, 2018, and alleges that Apple products infringe U.S. Patent No. 7,558,730 entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols” (the “‘730 Patent”). The patent was fully amortized in the fourth quarter of 2021. On May 24, 2011, U.S. Patent #7,949,534, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning May 24, 2011, and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2011 and the Company began amortization. The patent was fully amortized in the fourth quarter of 2021. On March 6, 2012, U.S. Patent #8,131,557, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning March 6, 2012, and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended March 31, 2012 and the Company began amortization. The patent was fully amortized in the fourth quarter of 2021. On June 27, 2013, the Company filed two additional continuation applications 13/928/381 and 13/928,383 with the U.S. Patent and Trademark Office entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols.” On August 31, 2015, Application13/928,381 was abandoned by the Company. Deferred costs were charged to operations for the quarter ended September 30, 2015. The patent was fully amortized in the fourth quarter of 2021. On July 30, 2013, U.S. Patent #8,498,871, entitled “Dynamic Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning on July 30, 2013, and ending 20 years from the application date of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2013, and the Company began amortization. The patent was fully amortized in the fourth quarter of 2021. On September 22, 2015, U.S. Patent #9,142,217, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning September 22, 2015, and ending 20 years from the application date of the parent application (US Patent No. 7,558,730) of November 27, 2001, or November 27, 2021. The deferred fees were capitalized during the quarter ended September 30, 2015 and the Company began amortization. The patent was fully amortized in the fourth quarter of 2021. On April 3, 2018, U.S. Patent #9,934,786, entitled “Speech Recognition and Transcription Among Users Having Heterogeneous Protocols,” was issued by the U.S. Patent and Trademark Office. In accordance with 35 U.S.C. 154, the patent shall be for a term beginning April 3, 2018, and ending 20 years from the application date of the parent application (U.S. Patent #7,558,730) of November 27, 2001, or November 27, 2021. The deferred costs were capitalized during the quarter ended September 30, 2018, and the Company began amortization. The patent was fully amortized in the fourth quarter of 2021. Amortization at December 31, 2022 is as follows: SCHEDULE OF INTANGIBLE ASSETS Ended December 31, 2022 U.S. Patent # Carrying Value Amortization Balance 7,558,730 $ 58,277 58,277 - 7,949,534 3,365 3,365 - 8,131,557 5,092 5,092 - 8,498,871 21,114 21,114 - 9,142,217 35,068 35,068 - 9,934,786 4,575 4,575 - $ 127,491 $ 127,491 $ - Amortization at December 31, 2023 is as follows: SCHEDULE OF INTANGIBLE ASSETS Ended December 31, 2023 U.S. Patent # Carrying Value Amortization Balance 7,558,730 $ 58,277 58,277 - 7,949,534 3,365 3,365 - 8,131,557 5,092 5,092 - 8,498,871 21,114 21,114 - 9,142,217 35,068 35,068 - 9,934,786 4,575 4,575 - $ 127,491 $ 127,491 $ - The Patents were fully amortized in the fourth quarter 2021. Fixed Assets Computer equipment, net consisted of the following at December 31, 2023: PLANT, PROPERTY, EQUIPMENT Ended December 31, 2023 Carrying Value Depreciation Balance Computer $ 1,052 $ 123 $ 929 $ 1,052 $ 123 $ 929 As of December 31, 2023, depreciation expense totaled $123. |
Note 4. Related Party Transacti
Note 4. Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 4. Related Party Transactions | Note 4. Related Party Transactions Related Parties Transactions and Indebtedness The Company owed the officers aggregate of $219,677 at December 31, 2023 and $162,380 December 31, 2022 for accrued payroll. During the years ending December 31, 2023 and 2022 the Company paid payroll expenses of $156,280 and $3,011, respectively. During the year ended December 31, 2023 our CEO and related party advanced the Company a total of $123,500 for operating expenses comprised of $12,500 advance and $111,000 in promissory notes. On February 2, 2023, the Company issued a promissory note to a related party for $10,000 with interest of 10% per annum with a scheduled maturity of February 1, 2024. On February 28, 2023, the Company issued a promissory note to a related party for $15,000 with interest of 10% per annum with a scheduled maturity of February 27, 2024. On March 31, 2023, the Company issued a promissory note to a related party for $15,000 with interest of 10% per annum with a scheduled maturity of March 30, 2024. On May 12, 2023, the Company issued a promissory note to a related party for $12,000 with interest of 10% per annum with a scheduled maturity of May 11, 2024. On June 1, 2023, the Company issued a promissory note to a related party for $50,000 with interest of 10% per annum with a scheduled maturity of May 31, 2024. On November 28, 2023, the Company issued a promissory note to a related party for $9,000 with interest of 10% per annum with a scheduled maturity of May 31, 2024. |
Note 5. Note Payable & Accounts
Note 5. Note Payable & Accounts Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 5. Note Payable & Accounts Payable | Note 5. Note Payable & Accounts Payable On April 20, 2015, the Company entered into a Material Letter Agreement with an unrelated third-party AIP” in which they promise to pay to patent legal counsel funds to continue prosecuting Patents on behalf of AVRS. AVRS promises to pay AIP, or to such other holder of this promissory note (Note) as designate, the principal, together with a premium of ten percent (10%) of Principle and two percent (2%) of proceeds received by Company from a Monetization Event initiated by AIP. During the nine months ended September 30, 2023 the note payable for AIP had a balance of $19,935 which was partially forgiven and the remainder paid off with the proceeds received from the change in control (Note 8). |
Note 6. Stockholder Equity _ (D
Note 6. Stockholder Equity / (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 6. Stockholder Equity / (Deficit) | Note 6. Stockholder Equity / (Deficit) The Company has issued shares of its common stock pursuant to certain agreements as described in Note 1. |
Note 7. Income Taxes
Note 7. Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 7. Income Taxes | Note 7. Income Taxes A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows: INCOME TAXES December 31, 2023 December 31, 2022 U.S. federal statutory graduated rate 21.00% 21.00% State income tax rate, net of federal benefit 0.00% 0.00% Contributed services 0.00% 0.00% Costs capitalized under Section 195 (21.00%) (21.00%) Effective rate 0.00% 0.00% The Company is considered a start-up company for income tax purposes. As of December 31, 2023, 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, 2022. |
Note 8. Change in Control
Note 8. Change in Control | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 8. Change in Control | Note 8. Change in Control On December 29, 2022, the Company entered into an Escrow agreement for the purchase of 262,579,731 shares of the Company’s Common Stock. The shares remained in Escrow until full payment is made. On April 19, 2023 payment of $305,683 was received from JJW Investments, LLC (“JJW”) for the 262,579,731, shares of the Company’s Common Stock at representing 48% of the Company’s issued and outstanding common stock. JJW purchased an additional 17,000,000 shares representing 3% of the Company’s issued and outstanding common stock for a total 51% of the Company. |
Note 9. Appointment of CFO
Note 9. Appointment of CFO | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 9. Appointment of CFO | Note 9. Appointment of CFO Appointment of CFO On May 8 , 2023, Walter Geldenhuys resigned from his position of Chief Financial Officer of the Company and Chung Cam was appointed Chief Financial Officer of the Company. Mr. Cam will devote his full time and attention to his duties and will receive a monthly salary of $15,000 for the first 3 months and $20,000 monthly thereafter, payable in accordance with the Company’s standard payroll practices, provided that such amount may be deferred as determined by Mr. Cam or the Board to cover other Company expenses. |
Note 10. Subsequent Events
Note 10. Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes | |
Note 10. Subsequent Events | Note 10. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements, other than those as described below. Sale of Unregistered Securities On March 1, 2024, the at $0.40 per share for total proceeds of $3,000,000. The Sale of Common Stock is incorporated by reference to exhibit 10.5 of the form 8-K filed on March 7, 2024 Entry Into a Material Definitive Agreement. On March 1, 2024, the Company and Rivulet Media, Inc., a Delaware corporation (Rivulet), entered into an Asset Purchase Agreement (the “Purchase Agreement”), wherein the Company shall purchase, with stock and cash, in the amount of 90,784,800 shares of common stock of the Company and $10,069,000, the assets of Rivulet. The Shares are to be distributed pro rata to the shareholders of Rivulet. The Asset Purchase Agreement is incorporated by reference to exhibit 10.4 of the form 8-K filed on March 7, 2024. Related Parties Transactions On March 4, 2024, the advances and notes issued by related parties during the year ended December 31, 2023 were paid in full. The payments consisted of payment to our CEO for advances in the amount $14,500.00 and payment to a related party in the amount of $124,896.63 of which $116,000.00 was principal and $8,896.63 was interest on the promissory notes. On March 11, 2024, . The amount of forgiveness and related payroll taxes will be recognized as a gain during the quarter ending March 31, 2024. |
Note 2. Significant Accountin_2
Note 2. Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Policies | |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Liabilities exceed assets and there is a capital deficiency of $349,716 and no significant revenues. The Company may be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. During the year ended December 31, 2022, the Company received an aggregate of $5,000 from the sale of shares in private offerings of its common stock. During year ended December 31, 2023, the Company received an aggregate of $123,500 from the issuance of related party advances. There is no guarantee that AVRS will be able to provide the capital required for the Company to continue as a going concern. |
Note 2. Significant Accountin_3
Note 2. Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Policies | |
Use of Estimates | 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. |
Note 2. Significant Accountin_4
Note 2. Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Policies | |
Cash and Cash Equivalents | 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, 2023 of $480, and $138 at December 31, 2022. No amounts resulted from cash equivalents. |
Note 3. Intangible and Fixed _2
Note 3. Intangible and Fixed Assets: Schedule of Amortization of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tables/Schedules | |
Schedule of Amortization of Intangible Assets | Amortization at December 31, 2022 is as follows: SCHEDULE OF INTANGIBLE ASSETS Ended December 31, 2022 U.S. Patent # Carrying Value Amortization Balance 7,558,730 $ 58,277 58,277 - 7,949,534 3,365 3,365 - 8,131,557 5,092 5,092 - 8,498,871 21,114 21,114 - 9,142,217 35,068 35,068 - 9,934,786 4,575 4,575 - $ 127,491 $ 127,491 $ - Amortization at December 31, 2023 is as follows: SCHEDULE OF INTANGIBLE ASSETS Ended December 31, 2023 U.S. Patent # Carrying Value Amortization Balance 7,558,730 $ 58,277 58,277 - 7,949,534 3,365 3,365 - 8,131,557 5,092 5,092 - 8,498,871 21,114 21,114 - 9,142,217 35,068 35,068 - 9,934,786 4,575 4,575 - $ 127,491 $ 127,491 $ - |
Note 3. Intangible and Fixed _3
Note 3. Intangible and Fixed Assets: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tables/Schedules | |
Property, Plant and Equipment | Ended December 31, 2023 Carrying Value Depreciation Balance Computer $ 1,052 $ 123 $ 929 $ 1,052 $ 123 $ 929 |
Note 7. Income Taxes_ Income Ta
Note 7. Income Taxes: Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Tables/Schedules | |
Income Taxes | INCOME TAXES December 31, 2023 December 31, 2022 U.S. federal statutory graduated rate 21.00% 21.00% State income tax rate, net of federal benefit 0.00% 0.00% Contributed services 0.00% 0.00% Costs capitalized under Section 195 (21.00%) (21.00%) Effective rate 0.00% 0.00% |
Note 2. Significant Accountin_5
Note 2. Significant Accounting Policies: Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Details | ||
Members' Equity | $ (349,716) | |
Sales | 0 | $ 0 |
Proceeds from sale of common stock | 0 | 5,000 |
Advance - related party | $ 123,500 | $ 44,188 |
Note 2. Significant Accountin_6
Note 2. Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Details | ||
Cash and cash equivalents | $ 480 | $ 138 |
Note 3. Intangible and Fixed _4
Note 3. Intangible and Fixed Assets: Schedule of Amortization of Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Value | $ 127,491 | $ 127,491 |
Amortization | 127,491 | 127,491 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 7,558,730 | ||
Carrying Value | 58,277 | 58,277 |
Amortization | 58,277 | 58,277 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 7,949,534 | ||
Carrying Value | 3,365 | 3,365 |
Amortization | 3,365 | 3,365 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 8,131,557 | ||
Carrying Value | 5,092 | 5,092 |
Amortization | 5,092 | 5,092 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 8,498,871 | ||
Carrying Value | 21,114 | 21,114 |
Amortization | 21,114 | 21,114 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 9,142,217 | ||
Carrying Value | 35,068 | 35,068 |
Amortization | 35,068 | 35,068 |
Finite-Lived Intangible Assets, Net | 0 | 0 |
U.S. Patent # 9,934,786 | ||
Carrying Value | 4,575 | 4,575 |
Amortization | 4,575 | 4,575 |
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 |
Note 3. Intangible and Fixed _5
Note 3. Intangible and Fixed Assets: Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Carrying Value | $ 1,052 | |
Depreciation | 123 | $ 0 |
Computer equipment, net | 929 | $ 0 |
Computer Equipment | ||
Carrying Value | 1,052 | |
Depreciation | 123 | |
Computer equipment, net | $ 929 |
Note 4. Related Party Transac_2
Note 4. Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payroll | $ 219,677 | $ 162,380 |
Compensation | 270,003 | 3,957 |
Advance - related party | 123,500 | 44,188 |
Debt Instrument #1 | ||
Payroll | 219,677 | 162,380 |
Compensation | 156,280 | $ 3,011 |
Advance - related party | $ 123,500 | |
Debt Instrument #2 | ||
Debt Instrument, Issuance Date | Feb. 02, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 10,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | Feb. 01, 2024 | |
Debt Instrument #3 | ||
Debt Instrument, Issuance Date | Feb. 28, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 15,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | Feb. 27, 2024 | |
Debt Instrument #4 | ||
Debt Instrument, Issuance Date | Mar. 31, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 15,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | Mar. 30, 2024 | |
Debt Instrument #5 | ||
Debt Instrument, Issuance Date | May 12, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 12,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | May 11, 2024 | |
Debt Instrument #6 | ||
Debt Instrument, Issuance Date | Jun. 01, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 50,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | May 31, 2024 | |
Debt Instrument #7 | ||
Debt Instrument, Issuance Date | Nov. 28, 2023 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | promissory note to a related party | |
Debt Instrument, Face Amount | $ 9,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Maturity Date | May 31, 2024 |
Note 5. Note Payable & Accoun_2
Note 5. Note Payable & Accounts Payable (Details) - Note Payable #1 | 12 Months Ended | |
Dec. 31, 2023 USD ($) | [1] | |
Debt Instrument, Issuance Date | Apr. 20, 2015 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | Material Letter Agreement with an unrelated third-party AIP | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Long-Term Debt | $ 19,935 | |
[1]Note 8 |
Note 7. Income Taxes_ Income _2
Note 7. Income Taxes: Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Details | ||
U.S. federal statutory graduated rate | 21% | 21% |
State income tax rate, net of federal benefit | 0% | 0% |
Contributed services | 0% | 0% |
Costs capitalized under Section 195 | (21.00%) | (21.00%) |
Effective rate | 0% | 0% |
Note 8. Change in Control (Deta
Note 8. Change in Control (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Release from Escrow | $ 305,683 | |
Additional Paid-in Capital | ||
Release from Escrow | 305,683 | |
Common Stock | ||
Release from Escrow | $ 0 | |
Shares in Escrow, Shares | 262,579,731 |
Note 10. Subsequent Events (Det
Note 10. Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||
Mar. 11, 2024 | Mar. 04, 2024 | Mar. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Repayments of Related Party Debt | $ 59,638 | $ 0 | |||
Subsequent Event #1 | |||||
Subsequent Event, Date | Mar. 01, 2024 | ||||
Subsequent Event, Description | Company sold 7,500,000 shares of common stock to a private investor | ||||
Sale of Stock, Description of Transaction | Company sold 7,500,000 shares of common stock to a private investor | ||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||
Sale of Stock, Price Per Share | $ 0.4 | ||||
Stock Issued | $ 3,000,000 | ||||
Subsequent Event #2 | |||||
Subsequent Event, Date | Mar. 01, 2024 | ||||
Subsequent Event, Description | Company and Rivulet Media, Inc., a Delaware corporation (Rivulet), entered into an Asset Purchase Agreement | ||||
Subsequent Event #3 | |||||
Subsequent Event, Date | Mar. 04, 2024 | ||||
Subsequent Event, Description | advances and notes issued by related parties during the year ended December 31, 2023 were paid in full | ||||
Subsequent Event #3 | CEO | |||||
Repayments of Related Party Debt | $ 14,500 | ||||
Subsequent Event #3 | A related party | |||||
Repayments of Related Party Debt | $ 124,896.63 | ||||
Subsequent Event #4 | |||||
Subsequent Event, Date | Mar. 11, 2024 | ||||
Subsequent Event, Description | Chung Cam, our CFO, waived his accrued salary in the amount of $153,870.97 | ||||
Extinguishment of Debt, Amount | $ 153,870.97 |