Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Jun. 03, 2024 | |
Details | ||
Registrant CIK | 0001342936 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.001 per share | |
Trading Symbol | AVOI | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 80,338,287 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited)) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 46,368 | $ 480 |
Asset Purchase Deposit | 2,800,000 | 0 |
Total Current Assets | 2,846,368 | 480 |
Non-Current Assets | ||
Computer equipment, net | 876 | 929 |
Total Non-Current Assets | 876 | 929 |
Total Assets | 2,847,244 | 1,409 |
Current Liabilities | ||
Accounts payable | 22,000 | 0 |
Payroll | 144,241 | 219,677 |
Advance - related party | 0 | 123,500 |
Accrued interest | 0 | 7,019 |
Total Current Liabilities | 166,241 | 350,196 |
Total Liabilities | 166,241 | 350,196 |
Stockholders' Equity (Deficit) | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common stock | 12,977 | 5,477 |
Additional paid-in capital | 11,581,126 | 8,588,626 |
Accumulated Deficit | (8,913,100) | (8,942,890) |
Total Stockholders' Equity (Deficit) | 2,681,003 | (348,787) |
Liabilities and Stockholders' Equity (Deficit) | $ 2,847,244 | $ 1,409 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited)) - Parenthetical - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Balance Sheets (Unaudited)) | ||
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 |
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 | 12,976,685 | 5,476,685 |
Common Stock, Shares, Outstanding | 12,976,685 | 5,476,685 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Statements of Operations (Unaudited) | ||
Sales | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
Compensation | 48,560 | 69 |
Professional fees | 42,193 | 28,700 |
Office | 1,318 | 1,291 |
Depreciation | 53 | 0 |
Other | 36 | 748 |
Total operating expenses | 92,160 | 30,808 |
Loss from operations | (92,160) | (30,808) |
Other income and (expense) | ||
Gain on early ext. of debt | 0 | 50,445 |
Gain on payroll forgiveness | 123,827 | 0 |
Interest expense | (1,877) | (284) |
Net other income | 121,950 | 50,161 |
Gain before income taxes | 29,790 | 19,353 |
Provision for income taxes | 0 | 0 |
Net Income | $ 29,790 | $ 19,353 |
Basic and diluted gain (loss) per common share* | $ 0 | $ 0 |
Weighted average number of common shares | 7,949,212 | 5,475,000 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2022 | $ 5,475 | $ 8,282,945 | $ (8,632,013) | $ (343,593) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 5,475,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 0 | 0 | 0 | 0 |
Stock Issued During Period, Shares, Purchase of Assets | 0 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 0 | 0 | 19,353 | 19,353 |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2023 | $ 5,475 | 8,282,945 | (8,612,660) | (324,240) |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 5,475,500 | |||
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2023 | $ 5,477 | 8,588,626 | (8,942,890) | (348,787) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 5,476,685 | |||
Stock Issued During Period, Value, Purchase of Assets | $ 7,500 | 2,992,500 | 0 | 3,000,000 |
Stock Issued During Period, Shares, Purchase of Assets | 7,500,000 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 0 | 0 | 29,790 | 29,790 |
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2024 | $ 12,977 | $ 11,581,126 | $ (8,913,100) | $ 2,681,003 |
Shares, Outstanding, Ending Balance at Mar. 31, 2024 | 12,976,685 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net income | $ 29,790 | $ 19,353 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on payroll forgiveness | (123,827) | 0 |
Amortization and depreciation | 53 | 0 |
Interest expense | 1,877 | |
Changes in operating assets | 0 | 0 |
Changes in operating liabilities | ||
Accounts payable and accrued liabilities | 70,391 | (48,137) |
Net cash used in operating activities | (21,716) | (28,784) |
Cash Flows from Investing Activities | ||
Payment for Rivulet asset purchase | (2,800,000) | 0 |
Net cash used in investing activities | (2,800,000) | 0 |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 3,000,000 | 0 |
Payment of advance from related party | (139,396) | 0 |
Advance from related party | 7,000 | 40,169 |
Net cash provided by financing activities | 2,867,604 | 40,169 |
Net change in cash | 45,888 | 11,385 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning Balance | 480 | 138 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance | 46,368 | 11,523 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 8,896 | 0 |
Income taxes | $ 0 | $ 0 |
Note 1. Nature of Operations
Note 1. Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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”) 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. 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 total number of 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. 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 consisting of 547,500,000 common shares and 25,000,000 preferred shares of the company. The Articles of Information with the state of Nevada were amended to reflect the approved actions of the Shareholders. The reverse stock split did not change the number of authorized shares five hundred and forty seven million five hundred thousand (547,500,000) 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 presented have been adjusted, on a retrospective basis, to reflect the reverse stock split. Asset Purchase Agreement On March 1, 2024, the Company and Rivulet Media, Inc., a Delaware corporation (Rivulet), collectively the Parties, entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which, subject to the terms and conditions therein, the Company shall purchase, with stock and cash, certain assets of Rivulet. The Acquisition is anticipated to close on April 10, 2024, subject to review by FINRA, there is no assurance this will occur. Upon its terms and subject to the conditions set forth in the Purchase Agreement, at the effective time of the Acquisition the identified assets of Rivulet shall be converted into the right of the Rivulet Shareholders to receive 90,784,800 shares of common stock of the Company, $0.001 par value per share (“Shares”), and $10,069,000 to be distributed, after the payment of Rivulets payables, pro rata to the shareholders of Rivulet. Holders of Rivulet fractional shares shall be rounded up if applicable. On March 7, 2024, the Company ordered the common shares to be issued to Rivulet in accordance with the Asset Purchase Agreement. On March 1, 2024, the Company disbursed $2,600,000 to Rivulet as a partial payment. Unregistered Sales of Equity Securities On March 1, 2024 Advanced Voice Recognition Systems, Inc. (the “Company”) entered into a Subscription Agreement with one private investor. Pursuant to the Subscription Agreement, the Company sold 7,500,000 shares of common stock at a purchase price of $0.40 per share for a total of $3,000,000. The funds will be used to pay the Company’s debts and contribute to the Acquisition costs. The Company has distributed to Rivulet $2,800,000 as a portion of the acquisition cost. The Company paid no underwriting discounts or commissions. A copy of the form of subscription agreement is filed as Exhibit 10.5 to this Current Report and is incorporated herein by reference. These issuances are granted based on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) the Investor is an “accredited investors” as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investor was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities will be issued to a person with knowledge and experience in financial and business matters so that the investor is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investor received restricted securities. |
Note 2. Significant Accounting
Note 2. Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 2. Significant Accounting Policies | Note 2. Significant Accounting Policies Unaudited Financial Information The accompanying financial information at March 31, 2024 and for the three months ended March 31, 2024 and 2023 are unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at March 31, 2024 and its operating results for the three months ended March 31, 2024 and 2023 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily an indication of operating results to be expected for the year ending December 31, 2024. 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. At March 31, 2024 Current Assets were $2,846,368 and Current Liabilities were $166,241. Current assets exceed current liabilities which resulted in working capital of $2,680,127 and no significant revenues. The Company may be unable to continue as a going concern because of these factors there is substantial doubt about the Company being able to continue for a reasonable 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 twelve months ended December 31, 2023 the Company received an aggregate of $305,683 from the release of escrow related to the sale of shares in private offerings of its common stock and $123,500 from advances from related parties. During the three months ended March 31, 2024, the Company received an aggregate of $3,000,000 from the sale of shares in private offerings of its common stock. There is no guarantee that AVRS will be able to provide the capital required for the Company to continue as a going concern. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had cash at March 31, 2024 of $46,368, and $480 at December 31, 2023. No amounts resulted from cash equivalents. |
Note 3. Fixed Assets
Note 3. Fixed Assets | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 3. Fixed Assets | Note 3. Fixed Assets Computer equipment, net consisted of the following at March 31, 2024 and December 31, 2023: PLANT, PROPERTY, EQUIPMENT Ended March 31, 2024 Carrying Value Depreciation Balance Computer $ 1,051 $ 175 $ 876 $ 1,051 $ 175 $ 876 Ended December 31, 2023 Carrying Value Depreciation Balance Computer $ 1,052 $ 123 $ 929 $ 1,052 $ 123 $ 929 As of March 31, 2024, depreciation expense totaled $53 and as of March 31, 2023 depreciation expense was $0. |
Note 4. Related Party Transacti
Note 4. Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 4. Related Party Transactions | Note 4. Related Party Transactions Related Parties Transactions, Indebtedness and Gain on Forgiveness The Company owed the officers aggregate of $144,241 at March 31, 2024 and $219,677 at December 31, 2023 for accrued payroll. During the period of three months ending March 31, 2024 and 2023 the Company accrued payroll expenses of $48,560 and $69, respectively. During the period of three months ending March 31, 2024, proceeds from CEO advances of $2,000 and a related party of $5,000 were received and payments were made towards CEO and related party advances of $139,396 for operating expenses comprised of $14,500 advance and $116,000 in promissory notes and 8,896 of accrued interest. 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 September 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 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. On February 9, 2024, a related party advanced the Company $5,000. 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 $111,000.00 was principal, $5,000 was advanced and $8,896.63 was interest on the promissory notes. On March 11, 2024, Chung Cam, our CFO, waived his accrued salary. The amount of forgiveness and related payroll taxes of $123,827 was recognized as a gain during the quarter ending March 31, 2024. The above transactions and amounts are not necessarily indicative of what third parties would agree to. |
Note 5. Stockholder Equity _ (D
Note 5. Stockholder Equity / (Deficit) | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 5. Stockholder Equity / (Deficit) | Note 5. Stockholder Equity / (Deficit) Common Stock As of March 31, 2024, we had 12,976,685 shares of common stock outstanding and were authorized to issue 547,500,000 shares of common stock at a par value of $0.001. We had 5,476,685 shares of common stock outstanding as of December 31, 2023. Common Stock Issued for Cash On March 1, 2024 the Company entered into a Subscription Agreement with one private investor. Pursuant to the Subscription Agreement, the Company issued 7,500,000 shares of common stock at a purchase price of $0.40 per share for a total of $3,000,000. Common Stock Issued for Business Combinations We did not issue shares for mergers or acquisitions related activity during the three months ended March 31, 2024. Common Stock Issued for Services We did not issue shares for Services during the three months ended March 31, 2024. Common Stock Issued Under Equity Incentive Plan We did not issue shares under an equity incentive plan during the three months ended March 31, 2024. Preferred Stock The Company authorized 25,000,000 shares of Preferred stock, $.001 par value; no shares issued and outstanding. Series A Preferred Stock. The Company designated 10,000,000 shares of the non-convertible Preferred stock as Series A . The Series A has a One Dollar ($1.00) per share face value, has one (1) vote per share and pays a ten percent annual dividend. None of the Series A shares have been issued. |
Note 6. Provision for Corporate
Note 6. Provision for Corporate Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 6. Provision for Corporate Income Taxes | Note 6. Provision for Corporate Income Taxes The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. FASB Interpretation No. 48 (Fin 48) - Accounting for Uncertain Tax Positions The Company files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities, with limited exception, for the quarters prior to December 31, 2014. With respect to state and local jurisdictions, with limited exception, the Company is no longer subject to income tax audits prior to December 31, 2014. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years. |
Note 7. Subsequent Events
Note 7. Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Notes | |
Note 7. Subsequent Events | Note 7. Subsequent Events On May 2, 2024 the Company filed an 8-K disclosing that on March 28, 2024, the Company filed a DEF 14C disclosing that the Board of Directors of both the Company and its wholly owned Subsidiary and its majority shareholder agreed to merge the Company into the Subsidiary with the Subsidiary surviving. The actual merger is the Subsidiary merging into the Company with the Company surviving and operating under the Subsidiary’s name. This type of merger does not require shareholder approval pursuant to the applicable Nevada statutes. On May 1, 2024 the correction has been made with the state of Nevada and an Amended Agreement and Plan of Merger has been executed by the parties. The Amended Plan of Merger as filed with the 8-K on May 3, 2024 is incorporated herein by reference. On May 7, 2024 the Company filed an 8-K disclosing that it had dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. On May 3, 2024, the U.S. Securities and Exchange Commission (the “SEC”) through its Staff Report has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Issuer may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order. BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. nor were there disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports. During the fiscal years ended December 31, 2023 and 2022, and through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K. On May 4, 2024, Chung Cam resigned as the Issuer’s Chief Financial Officer as disclosed in the 8-K filed on May 7, 2024. On May 17, 2024 the |
Note 2. Significant Accountin_2
Note 2. Significant Accounting Policies: Unaudited Financial Information (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Policies | |
Unaudited Financial Information | Unaudited Financial Information The accompanying financial information at March 31, 2024 and for the three months ended March 31, 2024 and 2023 are unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at March 31, 2024 and its operating results for the three months ended March 31, 2024 and 2023 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024 are not necessarily an indication of operating results to be expected for the year ending December 31, 2024. |
Note 2. Significant Accountin_3
Note 2. Significant Accounting Policies: Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. At March 31, 2024 Current Assets were $2,846,368 and Current Liabilities were $166,241. Current assets exceed current liabilities which resulted in working capital of $2,680,127 and no significant revenues. The Company may be unable to continue as a going concern because of these factors there is substantial doubt about the Company being able to continue for a reasonable 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 twelve months ended December 31, 2023 the Company received an aggregate of $305,683 from the release of escrow related to the sale of shares in private offerings of its common stock and $123,500 from advances from related parties. During the three months ended March 31, 2024, the Company received an aggregate of $3,000,000 from the sale of shares in private offerings of its common stock. 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_4
Note 2. Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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_5
Note 2. Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 of $46,368, and $480 at December 31, 2023. No amounts resulted from cash equivalents. |
Note 3. Fixed Assets_ Schedule
Note 3. Fixed Assets: Schedule of Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Tables/Schedules | |
Schedule of Property, Plant and Equipment | PLANT, PROPERTY, EQUIPMENT Ended March 31, 2024 Carrying Value Depreciation Balance Computer $ 1,051 $ 175 $ 876 $ 1,051 $ 175 $ 876 Ended December 31, 2023 Carrying Value Depreciation Balance Computer $ 1,052 $ 123 $ 929 $ 1,052 $ 123 $ 929 |
Note 1. Nature of Operations (D
Note 1. Nature of Operations (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Details | |
Entity Incorporation, Date of Incorporation | Jul. 07, 2005 |
Note 2. Significant Accountin_6
Note 2. Significant Accounting Policies: Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Details | |||
Total Current Assets | $ 2,846,368 | $ 480 | |
Total Liabilities | 166,241 | 350,196 | |
Total Current Liabilities | 166,241 | 350,196 | |
Sales | 0 | $ 0 | |
Release of escrow related to the sale of shares in private offerings | 305,683 | ||
Advance - related party | 0 | $ 123,500 | |
Stock Issued During Period, Value, Purchase of Assets | 3,000,000 | 0 | |
Proceeds from sale of common stock | $ 3,000,000 | $ 0 |
Note 2. Significant Accountin_7
Note 2. Significant Accounting Policies: Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Details | ||||
Cash and cash equivalents | $ 46,368 | $ 480 | ||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 46,368 | 480 | $ 11,523 | $ 138 |
Total Current Assets | $ 2,846,368 | $ 480 |
Note 3. Fixed Assets_ Schedul_2
Note 3. Fixed Assets: Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Value | $ 1,051 | $ 1,052 |
Depreciation | 175 | 123 |
Computer equipment, net | 876 | 929 |
Computer Equipment | ||
Carrying Value | 1,051 | 1,052 |
Depreciation | 175 | 123 |
Computer equipment, net | $ 876 | $ 929 |
Note 3. Fixed Assets (Details)
Note 3. Fixed Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Details | ||
Depreciation | $ 53 | $ 0 |
Amortization and depreciation | $ 53 | $ 0 |
Note 4. Related Party Transac_2
Note 4. Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||||
Mar. 04, 2024 | Feb. 09, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accrued Liabilities | $ 144,241 | $ 219,677 | |||
Other Labor-related Expenses | 48,560 | $ 69 | |||
Repayments of Related Party Debt | 139,396 | 0 | |||
Proceeds from Related Party Debt | $ 5,000 | ||||
Gain on payroll forgiveness | $ 123,827 | $ 0 | |||
Debt Instrument #1 | |||||
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 #2 | |||||
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 #3 | |||||
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 #4 | |||||
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 #5 | |||||
Debt Instrument, Issuance Date | Sep. 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 #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 | ||||
Executive Officer | |||||
Proceeds from Loans | $ 2,000 | ||||
Repayments of Related Party Debt | $ 14,500 | ||||
Related Party | |||||
Proceeds from Loans | $ 5,000 | ||||
Repayments of Related Party Debt | $ 124,896.63 |
Note 5. Stockholder Equity _ _2
Note 5. Stockholder Equity / (Deficit) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock, Shares, Issued | 12,976,685 | 5,476,685 | ||
Common Stock, Shares, Outstanding | 12,976,685 | 5,476,685 | ||
Common Stock, Shares Authorized | 547,500,000 | 547,500,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Stock Issued During Period, Value, Acquisitions | $ 0 | |||
Stock Issued During Period, Value, Issued for Services | 0 | |||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 0 | |||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | ||
Common Stock | ||||
Shares, Outstanding | 12,976,685 | 5,475,500 | 5,476,685 | 5,475,000 |
Stock Issued During Period, Shares, Purchase of Assets | 7,500,000 | 0 |
Note 7. Subsequent Events (Deta
Note 7. Subsequent Events (Details) | May 17, 2024 | May 07, 2024 | May 04, 2024 | May 02, 2024 |
Details | ||||
Subsequent Event, Date | May 17, 2024 | May 07, 2024 | May 04, 2024 | May 02, 2024 |
Subsequent Event, Description | Company disclosed through its 8-K filed that date, that it has engaged Astra Audit and Advisory, LLC as the independent registered public accounting firms | Company filed an 8-K disclosing that it had dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm | Chung Cam resigned as the Issuer’s Chief Financial Officer | Company filed an 8-K disclosing that on March 28, 2024, the Company filed a DEF 14C disclosing that the Board of Directors of both the Company and its wholly owned Subsidiary and its majority shareholder agreed to merge the Company into the Subsidiary with the Subsidiary surviving |