UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): June 10, 2008 (June 4,
2008)
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
000-52390
|
|
98-0511932
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
7659
E. Wood Drive, Scottsdale, Arizona 85260
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code
(480)
704-4183
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
June
5, 2008, Samoyed Energy Corp.’s (the “Registrant”) entered into an Agreement and
Plan of Merger (“Agreement and Plan of Merger”) with its wholly-owned subsidiary
Advanced Voice Recognition Systems, Inc., a Colorado corporation (“AVRS”),
whereby AVRS shall be merged with and into the Registrant pursuant to Section
92A.180 of the Nevada Business Corporations Act.
Upon
consummation of the Agreement and Plan of Merger; (i) AVRS shall cease; (ii)
all
shares of AVRS, including any equity interests thereto, shall automatically
be
canceled or retired and shall cease to exist, without any consideration
delivered in exchange thereof; (iii) the title to all estate, property rights
privileges, powers and franchise assets and/or other rights owned by the
Registrant and AVRS shall be vested in the Registrant without reversion or
impairment; and (iv) all liabilities of any kind of the Registrant and AVRS
shall vest in the Registrant.
The
Registrant shall continue to be governed by the laws of the State of Nevada
and
shall change its name to “Advanced Voice Recognition Systems, Inc.” in
connection with the Agreement and Plan of Merger.
A
copy of
the Agreement and Plan of Merger is attached hereto and incorporated by
reference as Exhibit 10.1.
Item
4.01. Changes in Registrant’s Certifying Accountant.
The
Registrant reports in this current report on Form 8-K that the Registrant's
auditor relationship with Child, Van Wagoner & Bradshaw, PLLC has ceased
effective June 4, 2008.
(a)(1)
Previous Independent Accountant
(i)
The
Registrant reports that the Registrant's auditor Child, Van Wagoner &
Bradshaw, PLLC was dismissed by the Registrant effective June 4,
2008.
(ii)
Child, Van Wagoner & Bradshaw, PLLC’s report on the Registrant's financial
statement for the fiscal years ended September 30, 2007 and 2006 and the related
statements of operations, stockholders’ equity and cash flows for the years then
ended and for the period from August 31, 2005 (date of inception) to September
30, 2007 did not contain an adverse opinion or disclaimer of opinion, and were
not modified as to uncertainty, audit scope, or accounting principles. However,
the reports contained an explanatory paragraph disclosing the uncertainty
regarding the ability of the Registrant to continue as a going
concern.
(iii)
The
decision to dismiss Child, Van Wagoner & Bradshaw, PLLC as the Registrant's
certifying accountants was recommended and approved by the Board of Directors
of
the Registrant on June 4, 2008.
(iv)
In
connection with the audits of the Registrant's financial statements for the
years ended September 30, 2007 and 2006 and the related statements of
operations, stockholders’ equity and cash flows for the years then ended and for
the period from August 31, 2005 (date of inception) to September 30, 2007 and
any subsequent interim period through the date of dismissal, there were no
disagreements, resolved or not, with Child, Van Wagoner & Bradshaw, PLLC on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Child, Van Wagoner & Bradshaw, PLLC,
would have caused them to make reference to the subject matter of the
disagreement(s) in connection with their reports on the Registrant's financial
statements.
(a)(2)
Engagement of Cordovano and Honeck LLP as the Registrant's Independent
Accountant. On June 4, 2008, the Registrant's board of directors recommended
and
approved the engagement of Cordovano and Honeck LLP, as its independent
accountant to audit the Registrant's financial statements for its fiscal year
ended September 30, 2008.
During
the years ended September 30, 2007 and 2006 and the subsequent interim period
ended March 31, 2008 and through the date of the firm’s engagement the
Registrant did not consult with Cordovano and Honeck LLP with regard
to:
(i)
the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered
on
Registrant’s financial statements; or
(ii)
any
matter that was either the subject of a disagreement or a reportable event
(as
described in Item 304(a) (1) (iv) of Regulation S-K.
(a)(3)
The Registrant has provided Child, Van Wagoner & Bradshaw, PLLC with a copy
of the disclosures it is making in response to this Item. The Registrant has
requested Child, Van Wagoner & Bradshaw, PLLC to furnish a letter addressed
to the Commission stating whether it agrees with the statements made by the
Registrant in (a)(1)(i),(ii) and (iv) above and, if not, stating the respects
in
which Child, Van Wagoner & Bradshaw, PLLC does not agree. A copy of such
letter, dated June 4, 2008, is filed as Exhibit 16.1 to this Current Report
on
Form 8-K.
Item
9.01 Financial Statements and Exhibits
|
10.1
|
Agreement
and Plan of Merger between Samoyed Energy Corp. and Advanced Voice
Recognition Systems, Inc.
|
|
16.1
|
Letter
from Former Accountant
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
SAMOYED
ENERGY CORP.
|
|
|
|
|
|
Dated:
June 10, 2008
|
By:
|
/s/
Walter Geldenhuys
|
|
|
Name:
Walter Geldenhuys
|
|
|
Title:
President, Chief Executive Officer & Chief Financial
Officer
|
EXHIBIT
10.1
AGREEMENT
AND PLAN OF MERGER
This
Agreement and Plan of Merger (this “
Agreement
”)
is
made and entered into as of the 5th day of June 2008, by and between Samoyed
Energy Corp., a Nevada corporation (“
Surviving
Corporation
”),
and
Advanced Voice Recognition Systems, Inc., a Colorado corporation (“
AVRS
”).
Each
of Surviving Corporation and AVRS is sometimes referred to individually as
a
“
Constituent
Corporation
”,
and
they are sometimes referred to jointly as the “
Constituent
Corporations
”.
RECITALS
WHEREAS,
Surviving Corporation is a Nevada corporation, formed and existing under the
laws of the State of Nevada, and AVRS is a Colorado corporation, formed and
existing under the laws of the State of Colorado.
WHEREAS,
AVRS is a wholly-owned subsidiary of Surviving Corporation.
WHEREAS,
the board of directors of Surviving Corporation have determined it is desirable
and in the best interests of Surviving Corporation, upon the terms and subject
to the conditions herein stated, that AVRS be merged with and into Surviving
Corporation (the “
Merger
”).
NOW,
THEREFORE,
in
consideration of the foregoing and of the mutual covenants herein contained,
the
parties hereby agree, in accordance with the applicable provisions of the laws
of the State of Nevada and subject to the terms and conditions set forth herein,
that AVRS shall be merged with and into Surviving
Corporation
and
such
parties further hereby adopt and agree to the following agreements, terms and
conditions relating to the Merger and the manner of carrying the same into
effect:
1.
Recitals
.
The
foregoing recitals to this Agreement are incorporated in and made a part of
this
Agreement.
2.
Name
of Constituent Corporations
.
The
names of the corporations proposing to merge are
Samoyed
Energy Corp., a Nevada corporation, and Advanced Voice Recognition Systems,
Inc.
a Colorado corporation
,
and the
surviving corporation is the Nevada corporation, which shall be renamed
“
Advanced
Voice Recognition Systems, Inc.” as set forth in Section 3.2 and 5.2 of this
Agreement and in the Articles of Merger
.
3.
Terms
and Conditions of the Merger
.
3.1
Surviving
Corporation
.
Upon
the terms hereof, and in accordance with the provisions of the Nevada Business
Corporations Act and the Colorado Business Corporations Act, effective upon
filing of the Articles of Merger with the State of Nevada (the
“Effective
Time”
),
AVRS
shall be merged with and into Surviving
Corporation
,
in
accordance with Section 92A.180 of the Nevada Revised Statutes,
and
Surviving
Corporation
shall
be
the surviving corporation. Upon consummation of the Merger at the Effective
Time, Surviving
Corporation
shall
continue to be governed by the laws of the State of Nevada and its name shall
be
“
Advanced
Voice Recognition Systems, Inc.
”,
and
the separate formation and existence of AVRS shall cease.
3.2
Manner
and Basis of Converting Shares
.
Surviving Corporation owns all issued and outstanding shares of capital stock
of
AVRS. Upon consummation of the Merger at the Effective Time, all shares of
AVRS
shall automatically be canceled or retired and shall cease to exist, without
any
consideration delivered in exchange thereof.
4.
Articles
of Merger and
Statement
of Merger; Effect of Merger.
4.1
Articles
of Merger and Statement of Merger
.
The
Merger shall be consummated in accordance with the terms and conditions of
(i)
this Agreement; (ii) the Articles of Merger which is to be filed with the
Secretary of State of the State of Nevada (the “
Articles
of Merger
”),
and
(iii) the Statement of Merger which is to be filed with the Secretary of State
of the State of Colorado (the “
Statement
of Merger
”),
which
items (ii) and (iii) are hereby incorporated into this Agreement by
reference.
4.2
Effect
of Merger
.
Upon
consummation of the Merger at the Effective Time
AVRS
shall
merge with and into
Surviving
Corporation
,
which
shall be the surviving corporation, and
AVRS
shall
cease to exist.
Surviving
Corporation
shall
possess all the rights, privileges, powers and franchises of a public as well
as
of a private nature, and shall be subject to all the restrictions, disabilities
and duties of each Constituent Corporation, and all the rights, privileges,
powers and franchises of each Constituent Corporation and all property, real,
personal and mixed, and all debts due to either of the Constituent Corporations
on whatever account, for stock subscriptions, as well as all other things in
action or belonging to each Constituent Corporation, shall be vested in
Surviving
Corporation
;
and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter the property of
Surviving
Corporation
as
effectually as they were of the Constituent Corporations, and the title to
any
real estate vested by deed or otherwise, in either of the Constituent
Corporations, shall not revert or be in any way impaired; and all rights of
creditors and all liens upon any property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the respective Constituent Corporations shall attach to
Surviving
Corporation
and
may
be enforced against it to the same extent as if the debts, liabilities and
duties had been incurred or contracted by
Surviving
Corporation.
5.
Additional
Terms and Conditions
5.1
Articles
of Incorporation
.
Pursuant
to Section 92A.180(5) and effective as of the Effective Time
,
the
Certificate of Incorporation of Surviving Corporation shall be amended to
reflect the name change of Surviving Corporation from “Samoyed Energy Corp.” to
“Advanced
Voice
Recognition Systems, Inc.
”
as
further set forth in the Articles of Merger to be filed with the Secretary
of
State of the State of Nevada and the Statement of Merger to be filed with the
Secretary of State of the State of Colorado.
5.2
Bylaws
.
Effective as of the Effective Time, the Bylaws of Surviving Corporation shall
be
unchanged.
5.3
Board
of Directors and Officers
.
Effective as of the Effective Time, the board of directors and officers of
the
Surviving Corporation shall be unchanged.
6.
Miscellaneous
6.1
Entire
Agreement; Amendment
.
This
Agreement (including the Articles of Merger and the Statement of Merger
incorporated herein by reference) contains the entire agreement between the
parties hereto, and supersedes all prior oral or written agreements, commitments
or understandings with respect to the matters provided for herein. This
Agreement may be modified, supplemented or amended only by a writing duly
executed by both parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger
the
year and date first written above.
|
|
SAMOYED
ENERGY CORP.
|
|
|
|
|
|
|
|
|
By:
/s/ Walter Geldenhuys
|
|
|
Name:
Walter
Geldenhuys
|
|
|
Title:
President, Chief Executive Officer and
Chief
Financial Officer
|
|
|
|
|
|
ADVANCED
VOICE RECOGNITION SYSTEMS, INC.
|
|
|
|
|
|
By:
/s/ Walter Geldenhuys
|
|
|
Name:
Walter
Geldenhuys
|
|
|
Title:
President, Chief Executive
Officer
|
Exhibit
16.1 Letter on change of certifying accountant
Child,
Van Wagoner & Bradshaw, PLLC
5296
South Commerce Drive, Suite 300
Salt
Lake
City, Utah 84107-5370 (801) 281-4700
June
4,
2008
Securities
and Exchange Commission
100
F
Street, NE
Washington,
D.C. 20549
Ladies
and Gentlemen:
The
firm
of Child, Van Wagoner & Bradshaw, PLLC was previously principal accountant
for Samoyed Energy Corp. (“The Company") and reported on the financial
statements of the Company for the year ended September 30, 2007. We have read
the Company's statements included under Item 4.01 of its Form 8-K dated June
4,
2008, and agree with such statements as they pertain to our firm.
Very
truly yours,
/s/
Child, Van Wagoner & Bradshaw, PLLC
Child,
Van Wagoner & Bradshaw, PLLC