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): December 13, 2018 (December 10, 2018)
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ADVANCED VOICE RECOGNITION SYSTEMS, INC. |
(Exact name of registrant as specified in its charter)
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Nevada |
000-52390 |
98-0511932 |
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(State or other jurisdiction
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(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
__________N/A__________
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ x ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry Into a Material Definitive Agreement
Advanced Voice Recognition Systems, Inc., a Nevada corporation (“AVRS”, “we” or “us”), previously reported in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 14, 2017 that it had received notice that Meyers & Associates, LLC, a Colorado limited liability company (“M&A”), filed Complaint number 2017CV32482 in Arapahoe County District Court in the State of Colorado on October 30, 2017 against AVRS and Walter Geldenhuys, who is the President, Chief Executive Officer and Chief Financial Officer of AVRS. The Complaint relates to legal fees that AVRS purportedly owed M&A.
On January 31, 2018, AVRS, Mr. Geldenhuys and M&A entered into a Settlement Agreement pursuant to which the parties mutually agreed to release certain specified claims and AVRS and Mr. Geldenhuys agreed to deliver a promissory note to M&A in the original principal amount of $52,385.46 (the “Promissory Note”), which accrues interest at the rate of 12% compounded annually. Pursuant to the terms of the Promissory Note, AVRS and Mr. Geldenhuys are jointly and severally obligated to pay M&A one thousand dollars ($1,000) per month on the first day of each month beginning February 1, 2018 and continuing through July 1, 2018, and to pay all remaining unpaid principal and accrued interest on August 1, 2018.
On August 1, 2018 AVRS and M&A entered into an Agreement to Amend Promissory Note. AVRS shall pay $6,000 on or before August 1, 2018, shall pay $1,500 on the first day of each month beginning September 1, 2018 and continuing through November 1, 2018 and shall pay all remaining unpaid principal and accrued interest on December 1, 2018. Copy of the Agreement To Amend Promissory Note is furnished herewith as exhibit 10.1 and incorporated herein by reference.
On December 10, 2018 AVRS and M&A entered into a second Agreement to Amend Promissory Note. M&A agreed to further amend certain provisions of the Note on the condition that Maker make a balloon payment on the obligation under the Promissory Note, as amended by the Agreement to Amend Promissory Note in the amount of $20,000 (US) on or before November 21, 2018.
Maker shall pay one thousand five hundred dollars ($1,500) on the first day of the month beginning January 1, 2019 and continuing through June 1, 2019 and shall pay all remaining unpaid principal and accrued interest on or before July 1, 2019. Copy of the Agreement To Amend Promissory Note is furnished herewith as exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
10.1 Agreement to Amend Promissory Note
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.
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ADVANCED VOICE RECOGNITION SYSTEMS, INC. |
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Dated: December 13, 2018 |
By: |
/s/ Walter Geldenhuys |
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Name: Walter Geldenhuys |
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Title: President, Chief Executive Officer & Chief Financial Officer |
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EXHIBIT 10.1
SECOND AGREEMENT TO AMEND PROMISSORY NOTE
This Second Agreement to Amend Promissory Note (“Agreement”) is made effective this 21 st day of November, 2018 (“Effective Date”) between Meyer & Associates, LLC (”M&A”) and Advanced Voice Recognition Systems, Inc. (“AVRS”) and Walter Geldenhuys (“Geldenhuys”). The signatories to this Agreement may be referred to jointly as the “Parties.”
RECITALS
AVRS and Geldenhuys (jointly, “Maker” herein) executed a promissory note in favor of M&A (“Payee” herein) on January 31, 2018 (the “Note”), a copy of which is incorporated herein by reference.
The Note, by its terms set forth a Balloon Payment to be paid on or before August 1, 2018. Makers claimed to be unable to timely make the August 1, 2018 Balloon Payment called for under the Note;
Payee, solely as an accommodation to Maker and to avoid in this sole instance the disruption to Maker’s business affairs that would result from an impending default under the Note, agreed to amend certain provisions of the Note as specifically set forth in the Agreement to Amend Promissory Note, a copy of which is incorporated herein by reference;
The Agreement to Amend Promissory Note, by its terms set forth a Balloon Payment to be paid on or before December 1, 2018. Maker claimed to be unable to timely make the December 1, 2018 Balloon Payment called for under the Agreement to Amend Promissory Note;
Payee, solely as an accommodation to Maker and to avoid in this second instance the disruption to Maker’s business affairs that would result from an impending default under the Agreement to Amend Promissory Note, agreed to further amend certain provisions of the Note as specifically set forth in this Second Agreement to Amend Promissory Note, on the condition that Maker make a balloon payment on the obligation under the Promissory Note, as amended by the Agreement to Amend Promissory Note in the amount of $20,000 (US) on or before November 21, 2018;
Maker has complied with the required $20,000 payment on before November 21, 2018, which complying payment is hereby acknowledged; and, therefore, Maker is willing to amend the Note in accordance with the terms of this Second Amendment to Promissory Note; and,
Maker acknowledges that Payee has made no representations that any further amendments to the Note will be considered or allowed.
NOW, THEREFORE, Maker and Payee agree to further amend the Note as follows:
AMENDMENT TO PAYMENTS SECTION:
The second paragraph, entitled PAYMENTS, is hereby amended as follows:
“Maker shall pay one thousand dollars ($1,000) per month (each a “Monthly Payment”) on the first day of each month beginning February 1, 2018 and continuing through July 1,
2018; shall pay six thousand dollars ($6,000) on or before August 1, 2018; shall pay one thousand five hundred dollars ($1,500) on the first day of each month beginning September 1, 2018 and continuing through November 1, 2018 (each a “Modified Monthly Payment”); shall pay twenty thousand dollars ($20,000) on or before November 21 , 2018; shall pay one thousand five hundred dollars ($1,500) on the first day of each month beginning January 1, 2019 and continuing through June 1, 2019 (each a “Modified Monthly Payment”); and shall pay all remaining unpaid principal and accrued interest on or before July 1, 2019 (the “Balloon Payment”). Payments under this Note shall be applied first to accrued interest and next to outstanding principal. Payments on this Note shall be payable in lawful currency of the United States at the office of Payee or Holder in Colorado in immediately available funds not later than 12:00 Noon Colorado time, on the date due.
AMENDMENT TO EVENTS OF DEFAULT SECTION
The section entitled EVENTS OF DEFAULT is amended as follows:
The occurrences of the following shall constitute an “Event of Default” by Maker under this Note: Maker’s failure to pay any part of the principal or interest as and when due under this Note, it being expressly understood and agreed that time is of the essence of
each payment; provided, however, that upon a single occasion and as to a single Modified Monthly Payment (but not including the Balloon Payment), if a Modified Monthly Payment is not received by Payee or Holder when due, Payee or Holder shall notify Geldenhuys by email of the late payment. On that single occasion, the payment must be received by Payee or Holder not later than thirty days after the original due date of said Modified Monthly Payment. If the payment is not received by Payee or Holder within such thirty days, the Note shall be in a state of material default without further action by Payee or Holder. The delay in payment on this single occasion shall not operate to extend the due dates of any other Modified Monthly Payments or the Balloon Payment, and time shall remain of the essence with respect thereto.
ALL OTHER TERMS OF NOTE REMAIN IN FULL FORCE AND EFFECT
Except as above expressly modified, all terms and conditions of the Note remain in full force and effect.
IN WITNESS WHEREOF, the Maker and the Payee have entered into this Agreement to Amend the Note.
MAKER:
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
By:
Walter Geldenhuys, President and CEO
Date:
WALTER GELDENHUYS
Date:
PAYEE:
MEYER & ASSOCIATES, LLC
Lee G. Meyer, Managing Member
Date: