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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
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Applied Voice Recognition, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03828N103
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(CUSIP Number)
March 30, 2000
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(Date of Event which Requires Filing of this Statement)
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<S> <C>
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 03828N103 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Entrepreneurial Investors, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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5 SOLE VOTING POWER
NUMBER OF 5,545,937
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 5,545,937
WITH ---------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,545,937
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1%
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12 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 03828N103 PAGE 3 OF 5 PAGES
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Item 1.
Item 1(a) Name of Issuer:
Applied Voice Recognition, Inc., a Delaware corporation
(the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
4615 Post Oak Place, Suite 111, Houston, Texas 77027
Item 2.
Item 2(a) Name of Person Filing:
Entrepreneurial Investors, Ltd.
Item 2(b) Address or principal business office or, if none,
residence:
Citibank Building, Second floor, East Mall Drive,
Freeport, Bahamas
Item 2(c) Citizenship:
Bahamas
Item 2(d) Title of class of securities:
Common Stock
Item 2(e) CUSIP No.:
03828N103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[X]
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CUSIP NO. 03828N103 PAGE 4 OF 5 PAGES
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Item 4. Ownership.
Item 4(a) Amount beneficially owned: 5,545,937
Item 4(b) Percent of class: 14.1%
The calculation of the percentage of beneficial ownership of the
Company's Common Stock is based upon 39,451,538 shares outstanding on
March 30, 2000, as reported in the Company's most recent Annual Report
on Form 10-KSB, filed March 30, 2000.
Item 4(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 5,545,937
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition
of: 5,545,937
(iv) Shared power to dispose or to direct the disposition
of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this Statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following
[ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certifications.
Item 10(a) Not Applicable.
Item 10(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control
of the issuer of the securities and were not acquired
and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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CUSIP NO. 03828N103 PAGE 5 OF 5 PAGES
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Signature
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Filing is true, complete and correct.
ENTREPRENEURIAL INVESTORS, LTD.
April 5, 2000 By: /s/ Robert Cordes
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Robert Cordes, President
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