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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG ANVEX INTERNATIONAL, INC. AND CERTAIN PURCHASERS SET FORTH THEREIN - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10i_anvexint.htm
EX-2.2 - ARTICLES OF MERGER FILED WITH THE STATE OF NEVADA ON FEBRUARY 10, 2012 - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex2ii_anvexint.htm
EX-10.5 - ANDREA CLARK EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10v_anvexint.htm
EX-10.4 - GENERAL RELEASE AGREEMENT, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., ANVEX SPLIT CORP. AND ANNA VECHERA - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10iv_anvexint.htm
EX-2.3 - ARTICLES OF MERGER FILED WITH THE STATE OF MARYLAND ON FEBRUARY 10, 2012 - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex2iii_anvexint.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10ii_anvexint.htm
EX-10.6 - ROBERT RUBINOWITZ EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10vi_anvexint.htm
EX-10.7 - KEITH SIDDEL EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10vii_anvexint.htm
EX-10.3 - SPLIT-OFF AGREEMENT, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., ANVEX SPLIT CORP. AND ANNA VECHERA - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10iii_anvexint.htm
EX-10.8 - ANVEX INTERNATIONAL , INC. 2012 EQUITY INCENTIVE PLAN - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10viii_anvexint.htm
EX-99.2 - CONSOLIDATED BALANCE SHEETS OF THE COMPANY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010, AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, SHAREHOLDERS? EQUITY, AND CASH FLOWS FOR EACH OF THE NINE MONTHS ENDED SEPTEMBER 30, 2011. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex99ii_anvexint.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., HEALTH REVENUE ACQUISITION CORP. AND HEALTH REVENUE ASSURANCE ASSOCIATES, INC. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex2i_anvexint.htm
EX-99.1 - AUDITED CONSOLIDATED BALANCE SHEETS OF THE COMPANY AS OF DECEMBER 31, 2010 AND 2009, AND THE RELATED AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS, SHAREHOLDERS? EQUITY, AND CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex99i_anvexint.htm


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): February 10, 2012

ANVEX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Nevada
333-173039
99-0363866
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification No.)
incorporation or organization)
   
     
 
8551 W. Sunrise Boulevard, Suite 304
Plantation, Florida 33322
 
 
(Address of principal executive offices)
 
     
 
(954) 472-2340
 
 
(Registrant’s telephone number, including area code)
 
     
 
Via Tingo, Marte y Los Cometas, conjunto Ceciliana, 5
Quito, Pichincha 170503 Ecuador
 
 
(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))
 
 
 

 
 
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements.  Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
 
 
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Item 1.01
Entry into a Material Definitive Agreement

On February 10, 2012, Anvex International, Inc., a Nevada corporation (“Anvex”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Health Revenue Acquisition Corp., a Nevada corporation and its wholly-owned subsidiary (“Acquisition Sub”), and Health Revenue Assurance Associates, Inc., a Maryland corporation (“HRAA”), pursuant to which Acquisition Sub was merged with and into HRAA, and HRAA, as the surviving corporation, became a wholly-owned subsidiary of Anvex (the “Merger”). For a description of the Merger and the material agreements entered into in connection with the Merger, please see the disclosures set forth in Item 2.01 to this Current Report, which disclosures are incorporated into this item by reference.

Item 2.01
Completion of Acquisition or Disposition of Assets

Reverse Merger

On February 10, 2012, Anvex entered into the Merger Agreement and completed the Merger.  Before their entry into the Merger Agreement, no material relationship existed between Anvex or Acquisition Sub and HRAA.

Pursuant to the terms and conditions of the Merger Agreement, and upon the consummation of the Merger:

Each share of HRAA’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 1,271.111 shares of Anvex’s common stock.  An aggregate of 1,271,111shares of Anvex’s common stock were issued to the holders of HRAA’s common stock.  Immediately prior to the Merger, HRAA had no outstanding securities other than shares of its common stock.

Anna Vechera resigned as Anvex’s sole officer and director, and simultaneously with the Merger, a new board of directors and new officers were appointed. Anvex’s new board of directors consists of Robert Rubinowitz, Andrea Clark and Keith Siddel, previously the directors of HRAA. In addition, immediately following the Merger, Andrea Clark was appointed as Anvex’s President and Chief Executive Officer, Robert Rubinowitz was appointed as Anvex’s Chief Operating Officer, Secretary and Treasurer and Keith Siddel was appointed as Anvex’s Chief Marketing Officer.

Prior to the closing of the Merger and the closing on at least the Minimum Offering Amount (as defined below), Anvex transferred all of its operating assets and liabilities to Anvex Split Corp., a Nevada corporation and its wholly-owned (the “Split-Off Subsidiary”), and contemporaneously with the closing of the Merger, Anvex split-off the Split-Off Subsidiary through the sale of all of the outstanding capital stock of the Split-Off Subsidiary (the “Split-Off”) to its former sole officer and director (the “Split-Off Shareholder”).  In connection with the Split-Off, an aggregate of 3,500,000 shares of Anvex’s common stock held by the Split-Off Shareholder were surrendered and cancelled without further consideration.

The purposes of the transactions described in this Current Report were to complete a reverse merger, obtain new financing and complete a recapitalization of the company with the result being that HRAA became a wholly-owned subsidiary of Anvex.  Anvex’s business operations will now focus on the business of HRAA and it management will be the management of HRAA.

Unless the context otherwise requires, all references in this Report to “we,’’ ‘‘us,’’ ‘‘our’’ and “the Company” refer collectively to Anvex International, Inc., a Nevada corporation, and its subsidiaries, including HRAA, a private Maryland corporation, after giving effect to the Merger, the Split-Off and the closing on at least the Minimum Offering Amount.

Private Placement Offering

Concurrently with the closing of the Merger and in contemplation of the Merger, we sold 206,183 shares of our common stock, $0.001 par value (the “Shares”) for gross proceeds of $663,907.25 at a purchase price of $3.22 per share (the “Purchase Price”) in a private placement offering (the “Offering”). The Offering was being offered with a minimum amount of $470,000 (the “Minimum Offering Amount”) and up to a maximum of $1,500,000 (the “Maximum Offering Amount”).The Offering will continue until the earlier of (i) the termination of the Offering by the Company; (ii) the sale of the Maximum Offering Amount; and (iii) forty-five (45) days following the closing of the Minimum Offering Amount, which may be extended by the Company, in its sole discretion, for an additional thirty (30) days.  Within sixty (60) days after the Maximum Offering Amount has been sold, we have agreed to file a registration statement on Form S-1 (or any other applicable form exclusively for the Offering) (the “Registration Statement”) registering for resale under the Securities Act all of the Shares sold in the Offering. If the Maximum Offering Amount is not sold, we are under no obligation to file the Registration Statement.
 
 
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In addition, as part of the Offering, (i) holders of certain convertible notes of HRAA in an aggregate principal amount of $313,907.25 (the “HRAA Convertible Notes”), which principal amount were included in computing the Minimum Offering Amount, automatically converted into an aggregate of 97,487 shares of our common stock at a conversion price of $3.22 per share which is equal to the Purchase Price, and (ii) holders of certain senior secured bridge loan promissory notes of HRAA in the aggregate principal amount of $250,000 (the “HRAA Notes”) automatically converted into an aggregate of 103,523 shares of our common stock at a conversion price of $2.415 per share which is equal to a discount of 25% to the Purchase Price (collectively, the “Debt Conversions”).

As a result of the Offering, after payment of offering expenses including related legal and accounting expenses we received net proceeds of $406,407.25.

The foregoing description of the Merger, Split-Off, Offering and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the Merger Agreement, which is filed as Exhibit 2.1 hereto; (ii) the form of Subscription Agreement, which is filed as Exhibit 10.1 hereto; (iii) the Form of Registration Rights Agreement, which is filed as Exhibit 10.2 hereto; and (iv) the Split-Off Agreement, which is filed as Exhibit 10.3 hereto, each of which is incorporated herein by reference.

Following the Merger, the Spit-Off, the Offering and the Debt Conversions, as of the date of this Current Report on Form 8-K, there were 2,311,111 shares of our common stock issued and outstanding, which included1,040,000 shares held by our pre-Merger stockholders and 1,271,111 shares held by the former stockholders of HRAA. In addition, the investors in the Offering, including the former holders of the HRAA Convertible Notes, held 206,183 shares of our common stock, and the former holders of the HRAA Notes held 103,523 shares of our common stock.  As a result, our pre-Merger stockholders held approximately 39.7%% of our issued and outstanding shares of common stock, the former stockholders of HRAA held approximately 48.5%, the investors in the Offering, including the former holders of the HRAA Convertible Notes and the HRAA Notes, held approximately 11.8% (see “Description of Capital Stock”).

The shares of common stock issued to the former stockholders of HRAA in connection with the Merger were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold absent registration or an applicable exemption from the registration requirements. We have not committed to registering these shares for resale. Certificates representing these shares contain a legend stating the restrictions applicable to such shares.
 
Changes to the Business.  We intend to carry on HRAA’s business as our sole line of business.  We have relocated our executive offices to 8551 W. Sunrise Boulevard, Unit 305, Plantation, Florida 33322 and our telephone number is (954) 472-2340.
 
Changes to the Board of Directors and Executive Officers.  Upon the closing of the Merger, Anna Vechera resigned as executive officer and director of the Company and Andrea Clark, Robert Rubinowitz and Keith Siddel were appointed to our board of directors. Following the Merger, Andrea Clark was appointed as our president and chief executive officer, Robert Rubinowitz was appointed as our Chief Operating Officer, Secretary, Treasurer and Director and Keith Siddel was appointed as our Chief Marketing Officer and Director

All directors hold office for one-year terms until the election and qualification of their successors.  Officers are elected by the board of directors and serve at the discretion of the board.
 
Accounting Treatment.  The Merger is being accounted for as a reverse merger and recapitalization and HRAA is deemed to be the acquirer in the reverse merger for accounting purposes. Consequently, the assets and liabilities and the historical operations of the Company that will be reflected in the financial statements prior to the Merger will be those of HRAA, and the consolidated financial statements of the Company after completion of the Merger will include the assets and liabilities of HRAA, historical operations of HRAA and operations of HRAA from the Closing Date of the Merger.  Further, as a result of the issuance of the shares of common stock pursuant to the Merger, a change in control of the Company occurred as of the date of the Merger.

Tax Treatment.  The Merger is intended to constitute a tax-deferred exchange of property governed by Section 351 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.Any gain required to be recognized will be subject to regular individual or corporate federal income taxes, as the case may be.

 
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DESCRIPTION OF BUSINESS

We are a health information management services company specializing in optimizing revenue integrity programs for hospitals and their physicians by providing contract coding, quality coding services, defense auditing for Recovery Audit Contractors (RAC) and Office of Inspector General (OIG) audits, education, and revenue consulting services.  Our goal is to provide timely, accurate and meaningful services with technology and information to support the performance of revenue integrity for hospitals, free-standing surgical centers and physician offices throughout the country.

Corporate History

HRAA was incorporated under the laws of the State of Maryland on February 21, 2001 as Healthcare Revenue Assurance Associates, Inc.  Effective June 2001, HRAA changed its name to Health Revenue Assurance Associates, Inc.  On August 15, 2011, HRAA entered into an Agreement and Plan of Merger with HRM, LLC, a Colorado limited liability corporation. HRAA was the surviving entity with HRM, LLC ceasing to exist.

Anvex International, Inc. was incorporated in the State of Nevada on December 13, 2010, with business operations in manufactured stone veneer distribution.  Prior to the closing of the Merger and the closing on at least the Minimum Offering Amount, we transferred all of our operating assets and liabilities to Anvex Split Corp., a Nevada corporation and our wholly-owned subsidiary (the “Split-Off Subsidiary”), and contemporaneously with the closing of the Merger, we split-off the Split-Off Subsidiary through the sale of all of the outstanding capital stock of the Split-Off Subsidiary (the “Split-Off”) to our former sole officer and director (the “Split-Off Shareholder”).  In connection with the Split-Off, an aggregate of 3,500,000 shares of our common stock held by the Split-Off Shareholder were surrendered and cancelled without further consideration.

Pursuant to the Merger Agreement, the Acquisition Sub will merger with and into HRAA, with HRAA remaining as the surviving entity after the Merger. As a result of the Merger, we acquired the business of HRAA and will continue the existing business of HRAA as our wholly-owned subsidiary.

Our Industry

We primarily work with hospitals, physicians and other medical facilities in providing coding services relating to such medical facilities’ process for receiving reimbursement from insurance companies, Medicare and Medicaid. Specifically, our business is focused on offering medical providers with services such as contract coding, billing and coding audits, education services and courses for medical providers, general consulting services and ICD-10 transition guidance. We have provided services for over 900 hospitals across the United States, including NYU Medical Center, Stanford Medical Center, University Medical Center of Tucson Arizona, Hartford Hospital and Henry Ford Medical Center.

ICD-10 Transition

In the short term, the main focus of our business will be with respect to the ICD-10 coding transition. In that regard, all hospitals and medical providers currently maintain coding personnel in some form that are primarily responsible for seeking reimbursement for patients’ procedures. The current system in place that drives the appropriate medical codes from hospitals/medical facilities to insurance companies is called ICD-9, which was implemented over 30 years ago.

However, commencing on October 1, 2013, every single hospital, physician, outpatient facility, health plan payer, insurance organization, as well as Medicare and Medicaid currently subject to the Health Insurance Portability and Accountability Act (“HIPAA”) will be federally mandated to switch from the current code set ICD-9 (24,000 codes) to the new revision called ICD-10 (155,500 codes) (the “ICD-10”). ICD-10 is characterized as being a much more complex and specific coding system. Our business plan focuses on providing our expertise in ICD-10 coding to each hospital, physician, outpatient facility, health plan payer, insurance organization, as well as Medicare and Medicaid currently subject to HIPAA. We believe the federally mandated change to ICD-10 could cause financial issues, as well as other challenges, for hospitals and medical facilities that are not properly prepared for the changeover to the ICD-10 coding system. Furthermore, the change to the ICD-10 coding system will also affect nearly every patient in America and have a dramatic effect on the healthcare coding business.
 
 
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We believe that we are uniquely capable of providing consulting and related services with respect to the ICD-10 coding transition due to the potential issues that we believe medical providers will experience due to the transition. In that regard, we believe the following are some of the issues that will be experienced due to the changeover:

The new system will require time, money and commitment by over 6,000 hospitals, 600,000 physicians and every health insurance provider in the United States.
Re-education and training of every Health Information Management (HIM) department is required of every hospital and medical facility in the United States.
All claims submitted by hospitals and physicians for reimbursement without utilizing ICD-10 will result in immediate rejection and non-payment.
Hospitals and medical facilities will incur massive backlogs in their billing and coding departments.  Backlog in coding will lead to greater time between payments and crippling financial deficits.
There will likely be an increase in coding errors, resulting in incorrect payments that can lead to hefty fines.
Initial estimates based on other countries that have already converted to ICD-10 predict a 50% loss of productivity due to the complexity of the new system - a result of more time being allocated to the preparation of each individual patient case.
The sheer number of codes and time for each entry will dramatically impact the workload.  Currently there are not enough coders to meet this demand, resulting in an ongoing shortfall, with an accelerating shortfall anticipated after ICD-10 is implemented.
Every discipline in the hospital will be affected as they all revolve around the same coding system.
For each code in the ICD-9 format, there will be additional, more descriptive codes in the ICD-10 format. This will greatly increase the quality of patient care, but simultaneously put a burden on hospitals and their medical coders.
Currently under ICD-9, hundreds of millions of dollars of revenue are lost each year due to medical coding and billing errors.
The average age of a medical coder is 54. It is estimated that 20% of coders plan to retire or change activities because of this transition.

We believe we are able to provide hospitals and medical providers with the ability to effectively transition to ICD-10 and prevent massive backlogs that lead to crippling financial deficits.  Our team of certified coders provides hospitals with the expertise needed to successfully input the proper data set into the Health Information Management (HIM) system which drives reimbursement from insurance providers such as Medicare and Medicaid, as well as private insurance companies.  We offer above industry standards ICD-9 and ICD-10 training to coders, equipping them with the knowledge to effectively assign the appropriate codes. We also conduct medical billing audits, identifying risks of lost revenue and ensuring the correct amounts have been paid. In doing so, we shorten the revenue cycle and prevent financial stress on healthcare providers.

The transition from ICD-9 to ICD-10 is imminent and will drastically affect the entire healthcare industry, especially patients, hospitals, medical facilities, physicians, insurance providers and the coding workforce. Our goal is to optimize revenue integrity by providing expert contract coding and consulting services to hospitals and medical facilities throughout the United States.  We will implement marketing tools in order to create our own brand identity and leverage this rapidly growing awareness of the upcoming switch to ICD-10 and the potential financial pressure a hospital will face if not properly prepared and trained.

We believe that the following tasks are essential to achieve ongoing success:

development of long lasting relationships with new clients and strengthen relationships with existing clients;
recruitment and proper training of qualified personnel;
appropriate fiscal planning and execution;
development of an extensive sales network;
effective and broad-reaching promotional programs;
connecting effectively with executive-level decision makers of hospitals and medical facilities;
accurately and efficiently audit the medical billing records to maximize revenue integrity;
ensure that we are supplying hospitals and medical facilities with top quality, certified medical coders;
developing and deploying dynamic and effective marketing strategies; and
informing healthcare professionals the products, services and benefits of being an HRAA client.

In addition to the above, our ICD-10 coding transition services will also include the training of our client’s staff with respect to the ICD-10 coding system; providing coding resources while the client’s staff is undergoing training; coding resources to handle backlog as productivity levels drop off; and auditing resources to ensure retention and accuracy of the ICD-10 coding.
 
 
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Products and Services

We provide our customers with customized, hands-on, strategy-focused and in-depth analysis of a hospital’s Revenue Cycle and their compliance, as well as APC and DRG coding and documentation audits. We also offer customized education and certification programs, chargemaster data integrity, reviews, and solutions yielding measurable results, increased productivity, reduced DNFB, improved APC accuracy and optimized Revenue Integrity. We are committed to providing the most intuitive Revenue Integrity solutions in the industry through various means including APC AuditPro™, proprietary internal auditing technology for Outpatient claims. We offer and provide the following products and services:

Contract Coding

We provide hospitals and physicians across the United States with the ability to outsource its coding to us. We will provide them with an experienced team of backlog coders to assist facility coding departments or to outsource the project altogether. Certified AHIMA & AAPC associates are fully trained in both ICD-9 and ICD-10 platforms and supply hospitals and physicians with medical coding and billing expertise, reducing the risk of error while maximizing accuracy, efficiency and profitability.

Billing & Coding Audits

We provide accurate and complete ICD-9 and ICD-10 diagnosis, which increases reimbursement efficiency and maintains compliance initiatives. We audit increase quality control, revenue integrity, and prevent hefty fines for inaccurate or over-coding.

Education

We offer various training and educational opportunities to our clients, including Education Sessions, Hospital Boot Camps, Workshops, and Webinars.

Consulting

Our consulting services provide secure and effective solutions for complex regulatory challenges, internal inefficiencies and revenue cycle analysis.  We work side-by-side with hospitals and their physicians to collaborate on the right solution, which results in a detailed road map, ensuring that the process achieves revenue integrity.

Marketing

We will utilize the following sales and marketing methods to reach our target markets:

Direct Sales – In addition to our management building sales nationwide, we plan on hiring additional sales people who will target direct institutional healthcare facilities according to geographic area.

Independent Sales Agents – We plan on engaging sales agents throughout the country to sell on a commission plus salary basis. These individuals have background in the healthcare industry and will maintain high-level contacts with the senior management of the healthcare institutions.

Local, Federal and State Industry Associations – We plan on actively developing relationships with the hundreds of medical associations throughout the United States.

Trade Shows and Conferences – We plan on highlighting its products and services at trade shows and industry conferences across the United States, which provide access to key healthcare decision makers and client leads.

Internet Marketing & E-commerce Strategy – We plan to utilize web-based tools and Internet marketing methods to increase the brand name by search engine optimization, mining and partner links.

Public Relations and Branding – Our reputation has been well established in the industry as a result of the success of our founder, Andrea Clark.  We plan on expanding our presence in the public vision and in the healthcare industry by working hand in hand with a top public relations firm.
 
 
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Stein Marcom Consulting Agreement

On January 17, 2011, HRAA entered into a consulting agreement with Stein Marcom Consulting (“Stein Marcom”), whereby Stein Marcom agreed to promote HRAA’s AuditPro software line (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Stein Marcom agreed to be the exclusive independent sales representative of HRAA with respect to the promotion of the AuditPro software line in the entire United States, except for the state of Florida. Stein Marcom received ten percent (10%) commission on software license fees and maintenance fees sold, and five percent (5%) commission on consulting service fees. The Consulting Agreement expired on January 17, 2012.

Subsidiaries

Following the Merger, HRAA became our wholly-owned subsidiary. HRAA has one subsidiary, Dream Reachers, LLC, which is engaged in the rental of real estate.

Competition

Our competition includes companies such as Advance Computer Software Group PLC, Nexus AG, Mediware Info, SHL Telemedicine Ltd., Pro Medicus Ltd., Noemalife SpA, MedAssets, Medical Columbus AG, Clinical Computing PLC, and Medquist Inc.  However, while we exclusively dedicate our operations to providing coding and billing audits, consulting services, medical backlog coding and staffing, and ICD-10 educational and training services to hospitals and healthcare facilities, none of our competitors provide the full spectrum of these services, specifically backlog coding and staffing.

Regulatory Matters/Compliance

We are not aware of any need for any government approval of our principal products or services. We do not anticipate any governmental regulations on our business.

Intellectual Property

We have a patent on our computer software and technology relating to hospital claims auditing system and methods. We filed for this patent on October 13, 2006.

Employees

As of January 31, 2012, we had twenty-seven (27) full-time employees.  None of these employees are represented by collective bargaining agreements and the Company considers it relations with its employees to be good.

Properties

The Company’s corporate headquarters is located in Plantation, Florida. The Company currently leases space located at 8551 W. Sunrise Boulevard, Unit 305, Plantation, Florida 33322. The lease is for a term of one-year beginning on September 1, 2011 and ending August 30, 2012. We have an option to renew the lease for 5 successive one-year terms. Our lease payments are a total of $55,767 for the entire term (or, $4,230 per month).

Our wholly-owned subsidiary, Dream Reachers, LLC, also owns property located at 8551 W. Sunrise Boulevard, Unit 304, Plantation, Florida 33322. This condominium is located adjacent to our corporate headquarters and we use it for employees and training. There was an original mortgage on the property in the amount of $192,500.

Corporation Information

Our principal executive offices are located at 8551 West Sunrise Blvd., Suite 304, Plantation, FL 33322. Our telephone number is (954) 472-2340 and our fax number is (954) 370-0157. Our website is www.healthrevenue.com.
 
 
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LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation matters relating to claims arising from the ordinary course of business. While the results of such claims and legal actions cannot be predicted with certainty, the Company’s management does not believe that there are claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on our business, results of operations, financial condition or cash flows.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of HRAA for the fiscal years ended December 31, 2010 and 2009, and the nine month periods ended September 30, 2011 and 2010, should be read in conjunction with the Selected Consolidated Financial Data, HRAA’s financial statements, and the notes to those financial statements that are included elsewhere in this Current Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Current Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

On February 10, 2012, we entered into an Agreement and Plan of Merger and Reorganization with Health Revenue Acquisition Corp., a Maryland corporation and our wholly-owned subsidiary (“Acquisition Sub”), and Health Revenue Assurance Associates, Inc., a Maryland corporation (“HRAA”), pursuant to which Acquisition Sub was merged with and into HRAA, and HRAA, as the surviving corporation, became our wholly-owned subsidiary (the “Merger”).
 
HRAA provides medical coding consulting services designed to support the performance of revenue integrity for integrated health systems, hospitals, ambulatory surgical centers and physician practices throughout the United States. The services provided include general consulting, education, training, medical coding auditing, actual medical coding input services, and software sales.

HRAA supports hundreds of major healthcare providers as well as non-profit and publicly owned community healthcare entities with contract coding, billing and coding audits, education, revenue cycle consulting, and transition services.

HRAA has one subsidiary, Dream Reachers, LLC, engaged in the rental of real estate.

We are subject to risks common to service providers and consulting companies, including competition and the ability to recruit, train, and put in place a sufficient quantity of proficient consultants and medical coders familiar with the requirements of IDC-10-CM/PCS, the uncertainty of future regulatory approvals and laws, the need for future capital and the retention of key employees. We cannot provide assurance that we will generate revenues or achieve and sustain profitability in the future.

Recent Developments

Certain significant items or events must be considered to better understand differences in our results of operations from period to period. We believe that the following items have had a material impact on our results of operations for the periods discussed below or may have a material impact on our results of operations in future periods.

ICD-10-CM/PCS

On October 1, 2013, medical coding in United States health care settings will change from the current system, International Classification of Diseases, 9th Edition, Clinical Modification (ICD-9-CM), to the International Classification of Diseases, 10th Edition, Clinical Modification/Procedure Coding System (ICD-10-CM/PCS). The new, federally mandated version expands the number of codes from 24,000 to 155,000, making it more precise and descriptive and more accurately describing the diagnoses and inpatient procedures of care delivered.  The transition will require significant business and systems changes throughout the health care industry and will impact all processes and people from finance to compliance to doctors.  The Company anticipates significant revenue growth from the implementation of ICD-10-CM/PCS.
 
 
8

 
 
Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

Results of Operation

The following table presents a summary of operating information for the nine months ended September 30, 2011and 2010:
 
   
For the nine
   
For the nine
             
   
months ended
   
months ended
   
Increase/
   
Increase/
 
   
September 30,
   
September 30,
   
(Decrease)
   
(Decrease)
 
   
2011
   
2010
   
($)
   
(%)
 
                         
Net Revenue
  $ 1,013,278     $ 941,306     $ 71,972       7.6 %
Cost of Revenues
    252,391       200,309       52,082       26.0 %
Gross profit
    760,887       740,998       19,890       2.7 %
                                 
Selling and administrative expenses
    764,757       446,136       318,621       71.4 %
Research and development expenses
    63,302       56,830       6,472       11.4 %
Depreciation and amortization
    22,289       4,543       17,746       390.6 %
Interest expense, net
    19,075       7,655       11,420       149.2 %
Net income (loss)
  $ (108,536 )   $ 225,834     $ (334,370 )     (148.1 %)
 
Net Revenue:

Net revenue increased by approximately $72,000 or approximately 8%, from approximately $941,000 for the nine months ended September 30, 2010 to approximately $1.01 million for the year ended September 30, 2011.  The increase was due primarily to increased revenue generated from consulting services provided by HRAA.

Cost of Revenues:

Cost of revenues increased by approximately $52,000 or approximately 26%, from approximately $200,000 for the nine months ended September 31, 2010 to approximately $252,000 for the nine months ended September 30, 2011.  The increase was due primarily to greater personnel costs associated with the increase in consulting service revenue.

Gross profit:
 
Gross profit increased by approximately $20,000, or approximately 3%, from approximately $741,000 for the nine months ended September 30, 2010 to approximately $761,000 for the year ended September 30, 2011.  The increase was due to the increased revenue generated by consulting services offset by the additional cost of providing such services.

Selling and Administrative Expenses:

Selling and administrative expenses were $765,000 for the nine months ended September 30, 2011, an increase of approximately $318,000, or 71%, from approximately $446,000 for the nine months ended September 30, 2010. The increase was primarily due to compensation expense recognized in connection with the issuance of stock as part of the merger with HRM, higher personnel costs, advertising costs, and professional fees in the 2011 period connected to HRAA’s planned sale scheduled for November 2011.

Depreciation and Amortization Expenses:

Depreciation and amortization expenses were $22,000 for the nine months ended September 30, 2011, an increase of approximately $17,000, or 390%, from approximately $5,000 for the nine months ended September 30, 2010. The increase was primarily due to a full nine months of depreciation related to the purchase and related improvements of the HRAA’s office facilities, purchased in July 2010.
 
 
9

 
 
Net Income:
 
As a result of the above factors, a net loss of approximately ($108,000) was recognized for the nine months ended September 30, 2011 as compared to net income of approximately $226,000 for the nine months ended September 30, 2010, a decrease of approximately $334,000 or approximately 148%. The decrease was primarily attributable to the effect of increased selling and administrative expenditures and the additional depreciation expense incurred in the 2011 period.

Year Ended December 31, 2010 compared to Year Ended December 31, 2009

The following table presents a summary of operating information by segments for the year ended December 30, 2010 and 2009:

   
For the year
   
For the year
             
   
ended
   
ended
   
Increase/
   
Increase/
 
   
December 31,
   
December 31,
   
(Decrease)
   
(Decrease)
 
   
2010
   
2009
   
($)
   
(%)
 
                         
Net Revenue
  $ 1,136,379     $ 1,119,184     $ 17,196       1.5 %
Cost of Revenues
    294,065       308,244       (14,179 )     (4.6 %)
Gross profit
    842,315       810,940       31,375       3.9 %
                                 
Selling and administrative
    594,931       671,110       (76,179 )     (11.4 %)
Research and development
    73,655       66,271       7,383       11.1 %
Depreciation and amortization
    16,622       6,269       10,353       165.1 %
Interest expense, net
    14,802       19,645       (4,843 )     (24.7 %)
Net income
  $ 142,305     $ 47,645     $ 94,660       198.7 %

Net Revenue:

Net revenue increased by approximately $17,000 or approximately 2%, from approximately $1.12 million for the year ended December 30, 2009 to approximately $1.14 million for the year ended December 31, 2010.  The increase was primarily due to increased revenue generated from consulting services provided by HRAA
 
Cost of Revenues:

Cost of revenues decreased by approximately $14,000 or approximately 5%, from approximately $308,000 for the year ended December 31, 2009 to approximately $294,000 for the year ended December 30, 2010.  The decrease was due primarily a reduced amount of consulting related personnel costs.

Gross Profit:

Gross profit increased approximately $31,000, or approximately 4%, from approximately $811,000 for the year ended December 31, 2009 to approximately $842,000 for the year ended December 31, 2010.  The increase was due to increase revenue generated by software sales coupled with reduced expenses associated with reduced consulting related personnel costs.

Selling and Administrative Expenses:

Selling and administrative expenses were $595,000 in the year ended December 31, 2010, a decrease of approximately $76,000, or approximately 11%, from approximately $671,000 in the year ended December 31, 2009. The decrease was primarily due to reduced travel activity as a result of the efficiencies gained through remote access due to the adoption of technology by clients’ implementation of electronic health records.
 
Net Income:

As a result of the above factors, net income was approximately $142,000 for the year ended December 31, 2010 as compared to net income of approximately $48,000 for the year ended December 31, 2009, an increase of approximately $94,000 or approximately 199%. The increase was primarily attributable to the effect of reduced selling and administrative expenditures coupled with the effect of improved gross profits generated year over year from HRAA’s operating activity.
 
 
10

 
 
Liquidity and Capital Resources

HRAA’s principal sources of liquidity include cash from operations and proceeds from long term debt. The debt provided net borrowing of approximately $128,000 for the nine months ended September 30, 2011.

As of September 30, 2011, HRAA had cash balances of approximately $260,000 as compared to approximately $145,000 as of September 30, 2010, representing an increase of $115,000. The increase was primarily due to the receipt of a bridge loan in the amount of $150,000 received in September 2011 made in connection with the planned merger with Anvex International, Inc.  At September 30, 2011, HRAA’s working capital was approximately $192,000.

Net cash provided by operating activities was approximately $212,000 for the nine months ended September 30, 2011 as compared to approximately $275,000 in the first nine months of 2010. The decrease of $63,000 was primarily due to a lower net income during the nine months ended September 30, 2011 period as compared to the nine months ended September 30, 2010 period.

Net cash used in investing activities was approximately $11,000 in the nine months ended September 30, 2011 as compared to net cash used of approximately $286,000 in the nine months ended September 30, 2010 period, reflecting the investment in HRAA’s office facilities and related improvements made in July 2010.

Net cash provided by financing activities amounted to approximately $5,000 in the nine months ended September 30, 2011 period, compared to net cash provided in 2009 of approximately $87,000, representing a decrease in net cash flow by financing activities of approximately $86,000.  This was due to a reduced level of borrowing in the nine months ended September 30, 2011 when the only significant borrowing was the $150,000 bridge loan received in August 2011.  This compares to the mortgage in the nine months ended September 30, 2010 period, borrowed in connection with the HRAA’s acquisition of its office facilities in July 2009.

Bank loans

HRAA has three bank loans from two commercial banks for working capital and capital investment and one loan from a private equity company made in connection with the planned merger.
 
1.
A revolving line of credit for $150,000 with Bank of America for working capital needs. The line of credit is secured by all business assets, collateral, and personal guarantees. The line of credit has an open ended maturity date, is automatically renewed unless cancelled, and incurs interest at the Bank’s prime rate plus 3% for 2010 and only the prime rate for 2009. The Bank’s prime rate of interest at September 30, 2011 was 3.25%.
 
2.
A term loan with Bank of America whose proceeds were used for general working capital. The loan is personally guaranteed by one of HRAA’s stockholders and is collateralized by the assets of HRAA. Payments of principal and interest are approximately $2,700 per month. The loan matures in five years from March 2009, and incurs interest at the rate of 6.75% per annum. The balance due as of December 31, 2010 was $93,000.
 
3.
A mortgage made to one of HRAA’s subsidiaries related to certain real estate which houses HRAA’s main offices in Plantation, Florida.  The loan originated July 2010 in the amount of $192,500 and matures July 2020, when a balloon principal payment of approximately $129,000 becomes due.  The loan is collateralized by the real estate and is personally guaranteed by a stockholder of HRAA and all members of the affiliate. Interest is fixed at 6.625% for the first five years of the loan, and converts to an adjustable rate for the second five years at the Federal Funds Rate plus 3.25%, as established by the United State Federal Reserve.  The balance under this mortgage loan as of September 30, 2011 was approximately $183,000. Monthly payments for principal and interest are approximately $1,500 until July 2015, when the total monthly payment may vary due to the adjustable interest rate provision in the note.
 
4.
On September, 13, 2011, in connection with a possible equity transaction, HRAA received a $150,000 bridge loan (the “Initial Bridge Loan”) from the private equity group.  The Initial Bridge Loan is secured by the assets of HRAA, incurs interest at 12% per annum and matures on December 31, 2014.  On October 31, 2011 the Initial Bridge Loan was repaired.
 
In the coming 12 months, HRAA has approximately $33,000 in bank and other loans that will mature.

We believe that our currently available working capital, credit facilities referred to above and the expected additional capitalization related to our planned acquisition should be adequate to sustain our operations at the current level for the next twelve months. Any proceeds raised in the Offering will be used in accordance with the Use of Proceeds section discussed herein.
 
 
11

 
 
2012-2013 Outlook

Our future plans target capitalizing on opportunities made available from the mandated implementation of ICD-10-CM/PCS, required to be implemented by October 1, 2013 by hospitals and health care providers throughout the country.  In order to achieve the plan’s goals, we will be required to gain and increase the number of consulting service contracts that seek assistance on the required implementation to ICD-10-CM/PCS. Servicing this anticipated expansion in customer base will require the recruitment, training and on boarding of several hundred medical coders by the date of implementation. Over the next two years, we will focus mainly on new customer acquisition, expanding services to our existing client base, and expanding our medical coding staff. We plan to use a portion of the proceeds from the Offering to implement this planned growth. The proceeds raised in the Offering may not be sufficient to fully implement our growth plans and we may need additional resources and future financings to complete our growth.

Off-Balance Sheet Arrangements

None.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Critical Accounting Policies
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

The audited consolidated financial statements include all adjustments including normal recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows of HRAA for the periods presented. The results of operations for the years ended December 30, 2010 are not necessarily indicative of operating results expected for future periods.
 
Basis of Presentation

The accompanying consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Basis of Consolidation

The consolidated financial statements include the accounts of our one operating subsidiary.  All significant inter-company transactions and balances are eliminated in consolidation.
 
 
12

 
 
Use of Estimates

Management uses estimates and assumptions in preparing financial statements.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates. Significant accounting estimates reflected in our consolidated financial statements include revenue recognition, valuation of accounts receivable, and useful lives of property and equipment.

Revenue Recognition

We earn revenue from three types of service: audits, consulting and training. We recognize revenue as performance occurs. Revenue is recognized when the following four basic criteria are met:  (i) a contract has been entered into with our customers; (ii) delivery has occurred or services have been rendered to our customers; (iii) the fee charged is fixed and determinable as noted in the contract; and (iv) collectability is reasonably assured, as fees for services are remitted in full upon the execution of the contract.

Accounts Receivable

Accounts receivable are stated at the amounts management expects to collect.  An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts.  Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment
 
Repairs and maintenance are expensed, while additions and betterments are capitalized.  The cost and related accumulated depreciation of assets sold or retired are eliminated from the accounts and any gains or losses are reflected in earnings.

Fair Value Measurements

We measure our financial assets and liabilities in accordance with U.S. generally accepted accounting principles. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. For certain of our financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amount approximates fair value because of the short maturities. The fair value of debt is not determinable due to the terms of the debt and the lack of a comparable market for such debt.  These tiers include:
 
Level 1 Inputs– Quoted prices for identical instruments in active markets.
 
Level 2 Inputs– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
 
Level 3 Inputs– Instruments with primarily unobservable value drivers.
 
Our financial instruments include cash, trade receivables and debt. The carrying amounts of cash and trade receivables approximate fair value due to their short maturities.  We believe that ourindebtedness approximates fair value based on current yields for debt instruments with similar terms.
 
 
13

 
 
Research and development

Research and software development costs are expensed as incurred.

Long-Lived Assets

We review the carrying value of our long-lived assets whenever events or changes in circumstances indicate that the carrying values may no longer be appropriate.  Recoverability of carrying values is assessed by estimating future net cash flows from the assets.  Based on management’s evaluations, no impairment charge was deemed necessary at September 30, 2011 and 2010. Impairment assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions.  Future events and changing market conditions may impact management’s assumptions as to sales prices, rental rates, costs, holding periods or other factors that may result in changes in our estimates of future cash flows.  Although management believes the assumptions used in testing for impairment are reasonable, changes in any one of the assumptions could produce a significantly different result.
 
Income Taxes

HRAA has elected to be treated as a Subchapter S corporation for federal income tax purposes.  Accordingly, HRAA’s income or losses are passed through to its shareholders. Federal income tax returns for years prior to 2007 are no longer subject to examination by tax authorities.

We follow the provisions of uncertain tax positions as addressed in FASB Accounting Standards Codification 740-10-65-1. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

We evaluated our material tax positions and determined that we did not have any uncertain tax positions requiring recognition of a liability. Our policy is to recognize interest and penalties accrued on uncertain tax positions as part of income tax expense. For the nine months ended September 30, 2011 and 2010, no estimated interest or penalties were recognized for the uncertainty of certain tax positions.

Earnings Per Share

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260-10 requires the presentation of basic earnings per share and diluted earnings per share.

Our basic earnings per ordinary share is based on net income for the relevant period, divided by the weighted average number of ordinary shares outstanding during the period.  Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares. There were no potential dilutive shares.
 
 
14

 
 
RISK FACTORS

Risks Related to Our Business

Key employees are essential to expanding our business.

Andrea Clark, Robert Rubinowitz and Keith Siddel are essential to our ability to continue to grow and expand our business. They have established relationships within the industry in which we operate. If they were to leave us, our growth strategy might be hindered, which could materially affect our business and limit our ability to increase revenue.

We do not have a majority of independent directors serving on our board of directors, which could present the potential for conflicts of interest.

After the Merger, Andrea Clark, Robert Rubinowitz and Keith Siddel were appointed to serve on our Board of Directors. Andrea Clark, Robert Rubinowitz and Keith Siddel were also appointed as officers of the Company. As a result, we do not have a majority of independent directors serving on our Board. In the absence of a majority of independent directors, our executive officers could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between us and our stockholders, generally, and the controlling officers, stockholders or directors.

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

Lack of experience as officers of publicly-traded companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act.

Following the Merger, it may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement appropriate internal controls and reporting procedures.
 
 
15

 
 
We compete with many other companies in the market for contract coding and revenue consulting services which may result in lower prices for our services, reduced operating margins and an inability to maintain or increase our market share.

We compete with other outsourced clinical documentation solutions companies in a highly fragmented market that includes national, regional and local service providers, as well as service providers with global operations. These companies have services that are similar to ours, and certain of these companies have substantially larger or have significantly greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new products and services. Many of our competitors attempt to differentiate themselves by offering lower priced alternatives to our outsourced medical transcription services and customers could elect to utilize less comprehensive solutions than the ones we offer due to the lower costs of those competitive products. Some competition may even be willing to accept less profitable business in order to grow revenue. Increased competition and cost pressures affecting the healthcare markets in general may result in lower prices for our services, reduced operating margins and the inability to maintain or increase our market share.

Our growth is dependent on the willingness of new customers to outsource their coding work to us.

We plan to grow, in part, by capitalizing on perceived market opportunities to provide our services to new customers. These new customers must be willing to outsource functions which may otherwise have been performed within their organizations. Many customers may prefer to remain with their current provider or keep their coding in-house rather than outsource such services to us. Also, as the maintenance of accurate medical records is a critical element of a healthcare provider’s ability to deliver quality care to its patients and to receive proper and timely reimbursement for the services it renders, potential customers may be reluctant to outsource or change providers of such an important function.

Technology innovations in the markets that we serve may create alternatives to our products and result in reduced sales.

Technology innovations to which our current and potential customers might have access could reduce or eliminate their need for our services. A new or other disruptive technology that reduces or eliminates the use of one or more of our services could negatively impact the need for our services. Our failure to develop, introduce or enhance our services able to compete with new technologies in a timely manner could have an adverse effect on our business, results of operation and financial condition.

Our growth objectives are largely dependent on the timing and market acceptance of our new product offerings, including our ability to continually renew our pipeline of new products and to bring those products to market.

Our ability to continually renew our pipeline of new products and bring those products to market may be adversely affected by difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products. There are no guarantees that new products will prove to be commercially successful.

Risks Related to Our Securities

There is no market for our common stock.

There is currently no market for our common stock. Furthermore, an active trading market for our common stock may never develop or, if developed, it may not be maintained. Our shareholders may be unable to sell their securities unless a market can be established or maintained.

We are subject to penalties if we fail to file a registration statement registering the shares sold in the Offering on time.

Under the Registration Rights Agreement, we are obligated to file a registration statement for the resale under the Securities Act of the shares sold in the Offering within sixty (60) days after the final closing of the Maximum Offering Amount.  We also agreed to use our commercially reasonable efforts to have the registration statement declared effective within one hundred and eighty (180) days of the final closing of the Maximum Offering Amount (or, in the event the registration statement receives a “full review” from the Securities and Exchange Commission, the Effectiveness Deadline will be extended by thirty (30) days). If we do not meet these timelines, then we must pay liquidated damages in the amount of 1% of the purchase price of the shares, per each 30 day period or part thereof, for any such delay, subject to a maximum limit of 15% of the purchase price of the shares. If the Maximum Offering Amount is not sold, we are under no obligation to file the registration statement. Although we believe that we will be able to take all steps necessary to permit the SEC to declare the registration statement effective, it is possible that the SEC may, by application of policies or procedures that vary from past policies and procedures, delay the effectiveness of the registration statement or make it impractical for us to respond to the SEC in a manner that permits it to declare the registration statement effective.
 
 
16

 
 
The market price of our common stock may be volatile.

The market price of our common stock has been and will likely continue to be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

Because we were engaged in a reverse merger, it may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we were engaged in a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of the Company since there is little incentive to brokerage firms to recommend the purchase of the common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.

When the registration statement required to be filed under the Registration Rights Agreementbecomes effective, there will be a significant number of shares of common stock eligible for sale, which could depress the market price of such stock.

Following the effective date of the registration statement required to be filed under the Registration Rights Agreement, a large number of shares of our common stock would become available for sale in the public market, which could harm the market price of the stock. Further, shares may be offered from time to time in the open market pursuant to Rule 144, and these sales may have a depressive effect as well. In general, a non-affiliate who has held restricted securities for a period of six months may sell such securities into the market and an “affiliate” who has held restricted shares for a period of six months may, upon filing a notification with the SEC on Form 144, sell common stock into the market in an amount equal to one percent of the outstanding shares.

Our common stock will be considered a “penny stock.”

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is currently less than $5.00 per share and therefore may be a “penny stock.” Brokers and dealers effecting transactions in “penny stock” must disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect your ability to sell shares.

The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

OTCBB securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTCBB reporting requirements are less stringent than those of the stock exchanges or NASDAQ.

Patterns of fraud and abuse include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our common stock. We plan to retain any future earning to finance growth.
 
 
17

 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of the date of closing (assuming the Merger and the related transactions have been consummated) by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. Immediately following the Merger, we have 2,620,817 shares of common stock issued and outstanding.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. All share ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stock within sixty (60) days of the Merger, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

Name and Address
 
Beneficial Ownership
   
Percentage of Class (1)
 
Andrea Clark
    508,444       19.4 %
                 
Robert Rubinowitz
    508,444       19.4 %
                 
Keith Siddel
    254,223       9.7 %
                 
          All officers/directors as a group (3 persons)
    1,271,111       48.5 %

(1)  Based on 2,620,817% shares of common stock outstanding.

2012 Equity Incentive Plan

Our Board of Directors and stockholders owning a majority of our outstanding shares adopted the 2012 Equity Incentive Plan (the “2012 Plan”) on February 10, 2012.  A total of 231,111 shares of our common stock are reserved for issuance under the 2012 Plan.  If an incentive award granted under the 2012 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2012 Plan.

Shares issued under the 2012 Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity are not expected to reduce the maximum number of shares available under the 2012 Plan.  In addition, the number of shares of common stock subject to the 2012 Plan and the number of shares and terms of any incentive award are expected to be adjusted in the event of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

Administration

It is expected that the compensation committee of the Board, or the Board in the absence of such a committee, will administer the 2012 Plan.  Subject to the terms of the 2012 Plan, the compensation committee would have complete authority and discretion to determine the terms of awards under the 2012 Plan.

Eligible Recipients

Any officer or other employee of the Company or its affiliates, or an individual that the Company or an affiliate has engaged to become an officer or employee, or a consultant or advisor who provides services to the Company or its affiliates, including a non-employee director of the Board, is eligible to receive awards under the 2012 Plan.

Grants

The 2012 Plan authorizes the grant to eligible recipients of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and stock appreciation rights, as described below:

Options granted under the 2012 Plan entitle the grantee, upon exercise, to purchase a specified number of shares from us at a specified exercise price per share.  The exercise price for shares of common stock covered by an option cannot be less than the fair market value of the common stock on the date of grant unless agreed to otherwise at the time of the grant. Such awards may include vesting requirements.
 
 
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Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance goals for restricted stock units.

The compensation committee may make performance grants, each of which will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions.

Stock awards are permissible.  The compensation committee will establish the number of shares of common stock to be awarded and the terms applicable to each award, including performance restrictions.

Stock appreciation rights or SARs, entitle the participant to receive a distribution in an amount not to exceed the number of shares of common stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of common stock on the date of exercise of the SAR and the market price of a share of common stock on the date of grant of the SAR.

Duration, Amendment, and Termination

The Board may amend, suspend or terminate the 2012 Plan without stockholder approval or ratification at any time or from time to time.  No change may be made that increases the total number of shares of common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Unless sooner terminated, the 2012 Plan terminates ten years after it is adopted.
 
 
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DESCRIPTION OF SECURITIES

Authorized Capital Stock
 
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. Immediately after giving effect to the Merger, the Split-Off, the Offering and related transactions, there were 2,620,817 shares of our common stock issued and outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.
 
The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

Dividend Policy
 
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Registration Rights

Within sixty (60) days after the Maximum Offering Amount has been sold, we have agreed to file a registration statement on Form S-1 (or any other applicable form exclusively for the Offering) (the “Registration Statement”) registering for resale under the Securities Act all of the shares sold in the Offering. If the Maximum Offering Amount is not sold, we are under no obligation to file the Registration Statement. We shall use its best efforts to cause the Registration Statement to be declared effective no later than one hundred eighty (180) days (the “Effectiveness Deadline”) after the date of the final closing of the Maximum Offering Amount (or, in the event the registration statement receives a “full review” from the Securities and Exchange Commission, the Effectiveness Deadline will be extended by thirty (30) days).  In the event we fail to file the Registration Statement on or before the Filing Deadline or fails to have the Registration Statement declared effective by the SEC on or before the Effectiveness Deadline then we shall pay liquidated damages in cash to each investor in the amount of one percent (1%) of the purchase price per share paid by such investor in the Offering for each thirty (30) day period during which such failure occurs and is continuing; provided, however, that in no event shall the aggregate of any such penalties exceed fifteen percent (15%) of the purchase price per share paid by such investor.

Indemnification of Directors and Officers

Under our Articles of Incorporation, no director or officer will be held personally liable to us or our stockholders for damages of breach of fiduciary duty as a director or officer unless such breach involves intentional misconduct, fraud, a knowing violation of law, or a payment of dividends in violation of the law. Under our bylaws, directors and officers will be indemnified to the fullest extent allowed by the law against all damages and expenses suffered by a director or officer being party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative.  This same indemnification is provided pursuant to Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Any repeal or modification of these provisions approved by our shareholders shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of ours existing as of the time of such repeal or modification.
 
 
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Anti-Takeover Effect of Nevada Law, Certain By-Law Provisions

The Nevada Business Corporation Law contains a provision governing “acquisition of controlling interest” (Nevada Revised Statutes 78.378 -78.3793). This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:

20 to 331/3%;
331/3 to 50%; or
more than 50%.

A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An Issuing Corporation is a Nevada corporation, which:

has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and
does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada “Combination with Interested Shareholders Statute” (Nevada Revised Statutes 78.411 -78.444) may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested shareholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested shareholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested shareholder” having:

an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation;
an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or
representing 10 percent or more of the earning power or net income of the corporation.

An “interested shareholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested shareholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested shareholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested shareholders, or if the consideration to be paid by the interested shareholder is at least equal to the highest of:

the highest price per share paid by the interested shareholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested shareholder, whichever is higher;
the market value per common share on the date of announcement of the combination or the date the interested shareholder acquired the shares, whichever is higher; or
if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.
 
 
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Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

Trading Information
 
Our common stock is currently approved for quotation on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority, Inc. under the symbol “ANVX.OB” and there is no active trading market for our stock.
 
Transfer Agent
 
The transfer agent for our common stock is Island Stock Transfer at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760, and its telephone number is (727) 289-0010.

Item 3.02
Unregistered Sales of Equity Securities

Sales by Anvex International, Inc.
 
On February 10, 2012, we sold 108,696 shares of our common stock at a purchase price of $3.22 per share for gross proceeds of $350,000.  In addition, in connection with the offering, the holders of certain convertible notes of HRAA in the aggregate principal amount of $313,907.25 automatically converted into an aggregate of 97,487 shares of our common stock at a conversion price of $3.22 per share, and holders of certain senior secured bridge loan promissory notes of HRAA in the aggregate principal amount of $250,000 automatically converted into an aggregate of 103,523 shares of our common stock at a conversion price of $2.415 per share. The securities sold in these transactions were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act. Each of the investors who received shares of our common stock in these transactions were accredited investors (as defined by Rule 501 under the Securities Act).

On February 10, 2012, we issued 1,271,111 shares of our common stock to the former stockholders of HRAA, pursuant to the Merger Agreement. The securities issued in this transaction were not registered under the Securities Act, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act provided by either Regulation S under the Securities Act, or Section 4(2) and Regulation D (Rule 506) under the Securities Act.  Each of the former stockholders of HRAA who received shares of our common stock pursuant to the Merger Agreement were accredited investors (as defined by Rule 501 under the Securities Act) at the time of the Merger.

Information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the issuance of unregistered equity securities in connection with the Merger and Offering is incorporated by reference into this Item 3.02.
 
Sales by HRAA

On February 26, 2001, HRAA issued to Andrea Clark 100 shares of common stock. The shares issued were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act.

On August 15, 2011 HRAA effected an 8 for 1 stock split and issued an additional 700 shares to the current owners of the Company.  Additionally, after the split the Company hired Keith Siddel and granted 200 shares of common stock for his future services.  Accordingly the Company treated the issuance of the shares to Mr. Siddel as stock compensation. 
 
On October 21, 2011, HRAA issued a senior secured promissory note to third-party investor in the principal amount of $250,000. Upon the closing of the Merger, this senior secured note automatically converted into 103,523 shares of our common stock valued at $2.415 per share.The shares underlying the note issued were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act.

On February 2, 2012, HRAA issued convertible notes to a number of third-party investors in the aggregate principal amount of $313,907.25. Upon the closing of the Offering, these HRAA Convertible Notes automatically converted into an aggregate of 97,487 shares of our common stock valued at $3.22 per share. The shares underlying the notes issued were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(2) and Regulation D (Rule 506) under the Securities Act.
 
 
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Item  5.01
Changes in Control of Registrant.

As described in Item 2.01, in connection with the Merger, on February 10, 2012, each share of HRAA’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 1,271.111 shares of our common stock.  An aggregate of 1,271,111 shares of our common stock were issued to the holders of HRAA’s common stock.  Reference is made to the disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

In connection with the closing of the Merger, and as described in Item 5.02 of this Current Report, our sole officer and director resigned upon the closing of the Merger, and the officers and directors of HRAA became our officers and directors.
 
Item  5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Set forth below is information regarding our directors and executive officers following the closing of the Merger. Pursuant to the terms of the Merger, our sole officer and director, Anna Vechera, resigned upon the closing of the Merger. Effective upon the closing of the Merger, Andrea Clark was appointed as our President and Chief Executive Officer, Robert Rubinowitz was appointed as our Chief Operating Officer, Secretary and Treasurer and Keith Siddel was appointed as our Chief Marketing Officer . In addition, in connection with the Merger, Andrea Clark, Robert Rubinowitz and Keith Siddelwere appointed to serve as our directors.

The following persons became our executive officers and directors on February 10, 2012, upon effectiveness of the Merger, and hold the positions set forth opposite their respective names.

Name
 
Age
 
Position
Andrea Clark
    51  
Chairman of the Board, President and Chief Executive Officer
Robert Rubinowitz
    45  
Chief Operating Officer, Secretary, Treasurer and Director
Keith Siddel
    44  
Chief Marketing Officer and Director

Andrea Clark serves as our Chairman of the Board, President and Chief Executive Officer.  Ms. Clark is a prominent health information management expert, having working with hospitals, information systems, outpatient coding, operational and compliance training expertise, including hospital-based and free-standing day surgery sites, emergency room, hospital based clinics and ancillary diagnostic service areas for the last twenty-five years. In 2001, Ms. Clark founded HRAA and has been its chief executive officer since inception. Ms. Clark received her BS in Health Information Sciences from the University of Wisconsin. She is also certified by the American Health Information Management Association as a Registered Health Information Administrator (RHIA) and by the American Academy of Professional Coders as a Certified Coding Specialist (CCS) and as a Certified Procedural Coder-Hospital (CPCH).

Robert Rubinowitz serves as our Chief Operating Officer, overseeing all of our business operations including client relations, sales, marketing, accounting and human resources.  He has served in this capacity at HRAA since June 2001.  Mr. Rubinowitz has more than twenty years of experience in operations, sales and marketing.  Prior to joining HRAA, Mr. Rubinowitz was General Manager of e-Commerce for PRIMEDIA as well as having served as Vice President of Marketing and e-Business at Anchor Computer. Mr. Rubinowitz was also an adjunct professor for Florida International University where he taught direct marketing. Mr. Rubinowitz received a Bachelor’s degree in Economics from Rutgers University.
 
Keith Siddel serves as our Chief Marketing Officer. He has served in this position at HRAA since August 2011 when the company he founded in 2003, HRM LLC, was merged with HRAA.  He has over twenty-seven years of experience in healthcare including clinical, finance, information systems, executive, operational and compliance expertise in a wide variety of healthcare settings.  He founded his first Healthcare Company in 1991 and since that time has founded or co-founded nine companies, primarily in healthcare.  He has provided business, marketing and financial advice to a variety of start-up companies in a wide range of fields including telecom, retail and hospitality. Mr. Siddel received his undergraduate degree in business with a focus in healthcare and an MBA in business and marketing from the University of Phoenix.   He completed the course work and research to fulfill the requirements for the Doctor of Philosophy with a Healthcare focus at Virginia Commonwealth University.  He earned a Juris Doctorate degree with a focus in Healthcare Law from Concord Law School in December 2011.
 
Family Relationships

Our Chairman, President and Chief Executive Officer, Andrea Clark, is married to our Chief Operating Officer, Secretary and Treasurer, Robert Rubinowitz.
 
 
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Executive Compensation
 
During the years ended December 31, 2010 and 2011, no compensation was paid to Anna Vechera, our former president, treasurer, secretary and director.  Anna Vechera resigned as our sole executive officer and director in connection with our Merger on February 10, 2012.

The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of HRAA for fiscal 2011 and 2010:

Name and Principal Position
 
Year
 
Salary
($)
   
Bonus ($)
   
 
Stock
Awards
($)
   
 
Option
Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
 
All Other Compensation ($)
   
Total
($)
 
Andrea Clark
 
2011
  $ 175,000       -       -       -       -       -     $ 175,000  
President and
Chief Executive Officer
 
2010
    -       -       -       -       -     $ 175,000     $ 175,000  
 
                                                           
Robert Rubinowitz
 
2011
  $ 175,000       -       -       -       -       -     $ 175,000  
Chief Operating Officer
 
2010
    -       -       -       -       -     $ 175,000     $ 175,000  
                                                             
Keith Siddel
 
2011
  $ 175,000       -       -       -       -       -     $ 175,000  
Chief Marketing Officer
 
2010
    -       -       -       -       -       -       -  
 
Employment Agreements

We have entered into employment agreements with our officers and directors.

On July 15, 2011, HRAA entered into an employment agreement with our president and chief executive officer, Andrea Clark. The term of Ms. Clark’s employment agreement is three (3) years, and provides for compensation that includes a base salary of $175,000, incentive awards, as well as a benefit package, including (a) medical, dental, vision, disability and life insurance; (b) profit sharing, stock options and pension plans; (c) education or tuition assistance; (d) air, auto and all related travel expense reimbursement; (e) expense allowance; and (f) relocation, moving, home office expense reimbursement.

On July 15, 2011, HRAA entered into an employment agreement with our chief operating officer, Robert Rubinowitz. The term of Mr. Rubinowitz’s employment agreement is three (3) years, and provides for compensation that includes a base salary of $175,000, incentive awards, as well as a benefit package, including (a) medical, dental, vision, disability and life insurance; (b) profit sharing, stock options and pension plans; (c) education or tuition assistance; (d) air, auto and all related travel expense reimbursement; (e) expense allowance; and (f) relocation, moving, home office expense reimbursement.

On August 15, 2011, HRAA entered into an employment agreement with our chief administrative officer, Keith Siddel. The term of Mr. Siddel employment agreement is three (3) years, and provides for compensation that includes a base salary of $175,000, incentive awards, as well as a benefit package, including (a) medical, dental, vision, disability and life insurance; (b) profit sharing, stock options and pension plans; (c) education or tuition assistance; (d) air, auto and all related travel expense reimbursement; (e) expense allowance; and (f) relocation, moving, home office expense reimbursement.

These employment agreements will be assumed by the Company following the Merger.
 
 
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Outstanding Equity Awards at Fiscal Year-End
 
There were no outstanding equity awards held by our officers as of December 31, 2011.

Board of Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Officers are elected by and serve at the discretion of the board.

Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for serving on the board.

Related Party Transactions

None.

Director Independence

Currently, we have no independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:
 
the director is, or at any time during the past three years was, an employee of the Company;
the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
a family member of the director is, or at any time during the past three years was, an executive officer of the Company;
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or
the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.
 
Involvement in Certain Legal Proceedings

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:
 
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
 
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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

Item  5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 10, 2012, as a result of the consummation of the Merger, we changed our fiscal year end from February 28 to December 31.

Item  5.06
Change in Shell Company Status.
 
Following the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, we believe that we are not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
 
Item  9.01
Financial Statements and Exhibits.
 
(a)           Financial Statements of Businesses Acquired.  In accordance with Item 9.01(a), HRAA’s audited financial statements for the period from December 31, 2010 and 2009, and the unaudited financial statements for the nine month period ended September 30, 2011 and 2010 are filed in this Current Report on Form 8-K as Exhibit 99.1
 
(c)           Exhibits.
 
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
 
Exhibit No.
Description
   
2.1
Agreement and Plan of Merger and Reorganization, dated February 10, 2012, among Anvex International, Inc., Health Revenue Acquisition Corp. and Health Revenue Assurance Associates, Inc.
   
2.2
Articles of Merger filed with the State of Nevada on February 10, 2012
   
2.3
Articles of Merger filed with the State of Maryland on February 10, 2012
   
10.1
Form of Subscription Agreement by and among Anvex International, Inc. and certain purchasers set forth therein
   
10.2
Form of Registration Rights Agreement
   
10.3
Split-Off Agreement, dated February 10, 2012, among Anvex International, Inc., Anvex Split Corp. and Anna Vechera
   
10.4
General Release Agreement, dated February 10, 2012, among Anvex International, Inc., Anvex Split Corp. and Anna Vechera
   
10.5
Andrea Clark Employment Agreement
   
10.6
Robert Rubinowitz Employment Agreement
 
 
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10.7
Keith Siddel Employment Agreement
   
10.8
Anvex International , Inc. 2012 Equity Incentive Plan
   
99.1
Audited Consolidated Balance Sheets of the Company as of December 31, 2010 and 2009, and the Related Audited Consolidated Statements of Operations, Shareholders’ Equity, and Cash Flows for the years ended December 31, 2010 and 2009.
   
99.2
Consolidated Balance Sheets of the Company for the nine months ended September 30, 2011 and 2010, and the Related Consolidated Statements of Operations, Shareholders’ Equity, and Cash Flows for each of the nine months ended September 30, 2011.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:  February 10, 2012
 
 
ANVEX, INC.
     
 
By:
/s/ Andrea Clark
   
Andrea Clark
   
Chief Executive Officer and President
 
 
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