UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-52330

AVRA SURGICAL ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		35-2277305
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

c/o Stamell & Schager, LLP, 1 Liberty Plaza, 23rd Floor, New York, NY 10006

(Address of principal executive offices)

(212) 566-4047

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

(Do not check if a smaller reporting company).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 40,675,486 shares of common stock, par value $.0001 per share, outstanding as of November 14, 2013.

AVRA SURGICAL ROBOTICS, INC.

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:

Item 1.	Consolidated Financial Statements:

	Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012	3

	Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2013 and 2012, and for the Period from August 29, 2006 (Inception) through September 30, 2013	4

	Statements of Comprehensive Loss (Unaudited) for the Three and Nine Months Ended September 30, 2013 and 2012, and for the Period from August 29, 2006 (Inception) through September 30, 2013	5

	Statement of Stockholders’ Equity/(Deficiency) for the Period August 29, 2006 (Inception) through September 30, 2013 (Unaudited)	6

	Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2013 and 2012 and for the Period August 29, 2006 (Inception) through September 30, 2013	7

	Notes to Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

AVRA SURGICAL ROBOTICS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

	September 30, 2013			December 31, 2012
	(Unaudited)
Assets
Current Assets
Cash	$	220,636		$	406,565
Prepaid expenses and other current assets		147,404			10,000
VAT refund receivable		121,996			94,551
Total Current Assets		490,036			511,116

Property and Equipment
Machinery and equipment, net of accumulated depreciation of $61,004 and $10,637, respectively		149,313			190,249

Other Assets
Security deposit		-			10,493
Patents, net of accumulated amortization of $10,247 and $1,174, respectively		214,288			139,651
Total Other Assets		214,288			150,144

Total Assets	$	853,637		$	851,509

Liabilities and Stockholders' Equity/(Deficiency)
Current Liabilities
Accounts payable and accrued expenses	$	3,876,184		$	1,808,049
Loan payable - affiliate		1,064,249		$	1,487,780
Loan payable - stockholder		34,738			34,832
Total Current Liabilities		4,975,171			3,330,661

Total Liabilities		4,975,171			3,330,661

Commitments and Contingencies		-			-

Stockholders' Equity/(Deficiency)
Preferred stock, $.0001 par value; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized;
40,656,893 and 38,479,238 shares issued and outstanding, respectively		4,065			3,848
Additional paid-in capital		7,383,906			4,873,177
Deficit accumulated during the development stage		(10,434,871	)		(6,730,018	)
Accumulated other comprehensive (loss)		(84,184	)		(48,283	)

Controlling interest		(3,131,084	)		(1,901,276	)

Non-controlling interests		(990,450	)		(577,876	)

Total Stockholders' Equity/(Deficiency)		(4,121,534	)		(2,479,152	)

Total Liabilities and Stockholders' Equity/(Deficiency)	$	853,637		$	851,509

See Notes to Consolidated Financial Statements

AVRA SURGICAL ROBOTICS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited

	For the Three Months Ended September 30, 2013			For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012			For the Period August 29, 2006 (Inception) Through September 30, 2013
Revenues	$	-		$	-		$	-		$	-		$	-
Expenses:
Research and development		9,791			1,516,050			1,512,746			1,516,050			4,210,038
General and administrative expenses		684,906			224,522			2,595,706			246,908			7,188,484
(Loss) before other income/expenses		(694,697	)		(1,740,572	)		(4,108,452	)		(1,762,958	)		(11,398,522	)

Other (income)		-			-			-			-			(4,056	)
Interest expense		-			-			-			-			16,273
(Loss)before (benefit) from income taxes		(694,697	)		(1,740,572	)		(4,108,452	)		(1,762,958	)		(11,410,739	)
Benefit from income taxes		-			-			-			-			-
Net (Loss)	$	(694,697	)	$	(1,740,572	)	$	(4,108,452	)	$	(1,762,958	)	$	(11,410,739	)
Less: Net (loss) attributable to non controlling interests		(33,862	)		(306,093	)		(403,599	)		(306,093	)		(975,868	)
Net (Loss) Attributable to AVRA Surgical Robotics, Inc.	$	(660,835	)	$	(1,434,479	)	$	(3,704,853	)	$	(1,456,865	)	$	(10,434,871	)
Basic and Diluted (Loss) Per Share	$	(0.02	)	$	(0.08	)	$	(0.09	)	$	(0.19	)

Weighted Average Number of Common Shares Outstanding		40,591,037			18,050,680			40,054,641			7,721,396

See Notes to Consolidated Financial Statements

AVRA SURGICAL ROBOTICS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Unaudited

	For the Three Months Ended September 30, 2013			For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012			For the Period August 29, 2006 (Inception) Through September 30, 2013

Net (loss)	$	(694,697	)	$	(1,740,572	)	$	(4,108,452	)	$	(1,762,958	)	$	(11,410,739	)

Foreign currency translation adjustments		(35,776	)		(146	)		(44,876	)		(146	)		(105,230	)

Comprehensive (loss)		(730,473	)		(1,740,718	)		(4,153,328	)		(1,763,104	)		(11,515,969	)

Less: comprehensive (loss) attributable to noncontrolling interests		(41,017	)		(306,123	)		(412,574	)		(306,123	)		(996,914	)

Comprehensive (loss) attributable to AVRA Surgical Robotics, Inc.	$	(689,456	)	$	(1,434,595	)	$	(3,740,754	)	$	(1,456,981	)	$	(10,519,055	)

See Notes to Consolidated Financial Statements

AVRA SURGICAL ROBOTICS, INC. and SUBSIDIARY

(A Development Stage Company)

Consolidated Statement of Stockholder's Equity/(Deficiency)

For the Period August 29, 2006 (Inception) Through September 30, 2013

													Deficit
													Accumulated			Accumulated
										Additional			During the			Other
	Common Stock						Subscription			Paid-In			Development			Comprehensive			Noncontrolling			Total Equity/
	Shares			Amount			Receivable			Capital			Stage			(Loss)			Interests			(Deficiency)

August 29, 2006 - common stock subscription		2,500,000		$	250		$	(250	)	$	-		$	-		$	-		$	-		$	-
August 31, 2006 – contributed capital		-			-			250			29,750			-			-			-			30,000
Net (Loss)		-			-			-			-			(28,511	)		-			-			(28,511	)

Balance at December 31, 2006		2,500,000			250			-			29,750			(28,511	)		-			-			1,489
Net (Loss)		-			-			-			-			(34,932	)		-			-			(34,932	)

Balance at December 31, 2007		2,500,000			250			-			29,750			(63,443	)		-			-			(33,443	)
Net (Loss)		-			-			-			-			(30,801	)		-			-			(30,801	)

Balance at December 31, 2008		2,500,000			250			-			29,750			(94,244	)		-			-			(64,244	)
Net (Loss)		-			-			-			-			(29,912	)		-			-			(29,912	)

Balance at December 31, 2009		2,500,000			250			-			29,750			(124,156	)		-			-			(94,156	)
Net (Loss)		-			-			-			-			(30,732	)		-			-			(30,732	)

Balance at December 31, 2010		2,500,000			250			-			29,750			(154,888	)		-			-			(124,888	)
September 16, 2011- Conversion of Loans Payable and Related Accrued Interest to Additional Paid-In Capital		-			-			-			143,683			-			-			-			143,683
September 16, 2011-Sale of Common Stock		2,500,000			250			-			24,750			-			-			-			25,000
September 16, 2011-Purchase of Common Stock		(2,500,000	)		(250	)		-			(24,750	)		-			-			-			(25,000	)
Net (loss)		-			-			-			-			(29,103	)		-			-			(29,103	)

Balance at December 31, 2011		2,500,000			250			-			173,433			(183,991	)		-			-			(10,308	)
Common stock issuance - founders		33,419,254			3,342			-			-			-			-			-			3,342
Sale of stock in subsidiary to related parties		-			-			-			-			-			-			6,464			6,464
Stock based compensation - employees		2,000,000			200			-			2,999,800			-			-			-			3,000,000
Common stock issuance - cash		559,984			56			-			1,699,944			-			-			-			1,700,000
Net (loss)		-			-			-			-			(6,546,027	)		-			(572,269	)		(7,118,296	)
Foreign Currency Translation		-			-			-			-			-			(48,283	)		(12,071	)		(60,354	)

Balance at December 31, 2012		38,479,238			3,848			-			4,873,177			(6,730,018	)		(48,283	)		(577,876	)		(2,479,152	)

Common stock issuance - cash		1,237,155			123			-			2,134,827			-			-			-			2,134,950
Common stock issuance - founders		940,500			94			-			-			-			-			-			94
Stock based compensation		-			-			-			375,902			-			-			-			375,902
Net (loss)		-			-			-			-			(3,704,853	)		-			(403,599	)		(4,108,452	)
Foreign Currency Translation		-			-			-			-			-			(35,901	)		(8,975	)		(44,876	)

Balance at September 30, 2013 (Unaudited)		40,656,893		$	4,065		$	-		$	7,383,906		$	(10,434,871	)	$	(84,184	)	$	(990,450	)	$	(4,121,534	)

See Notes to Consolidated Financial Statements

AVRA SURGICAL ROBOTICS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012			For the Period August 29, 2006 (Inception) Through September 30, 2013
Cash Flows from Operating Activities
Net (loss)	$	(4,108,452	)	$	(1,762,958	)	$	(11,410,739	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Stock based compensation		375,902			-			3,375,902
Depreciation		50,367			-			61,004
Amortization		9,073			-			10,247
Changes in operating assets and liabilities:
Increase in prepaid expenses		(137,404	)		(20,000	)		(147,404	)
(Increase) in inventory					(144,782	)
(Increase) in VAT refund receivable		(27,445	)		(331,319	)		(121,996	)
Increase in accounts payable and accrued expenses		2,068,135			134,142			3,876,184
Increase in accrued interest payable		-			-			16,273

Net cash (used in) operating activities		(1,769,824	)		(2,124,917	)		(4,340,529	)

Cash Flows from Investing Activities
Purchase of Machinery and Equipment		(9,431	)		(82,953	)		(210,317	)
Security deposits		10,493			(11,046	)		-
Patent costs		(83,710	)		-			(224,535	)

Net cash (used in) investing activities		(82,648	)		(93,999	)		(434,852	)

Cash Flows from Financing Activities
Professional fees paid by related party on behalf of the company		-			-			7,500
Proceeds from issuance of common stock		2,134,950			1,002,250			3,891,042
Proceeds from sale of shares in subsidiary		-			6,464			6,464
Redemption of common stock		-			-			(25,000	)
(Repayments of) Proceeds from affiliate loans		(423,531	)		1,428,756			1,064,249
Proceeds from stockholder loans		-			335,502			156,992

Net cash provided by financing activities		1,711,419			2,772,972			5,101,247
								-
Effect of exchange rate changes on cash		(44,876	)		(146	)		(105,230	)

Net (decrease) increase in cash		(185,929	)		553,910			220,636

Cash at beginning of period		406,565			-			-

Cash at end of period	$	220,636		$	553,910		$	220,636

Supplemental Disclosures of Cash Flow Information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash Financing Activities:
Conversion of loan payable - stockholder to common stock	$	94		$	-		$	2,344
Conversion of loans payable - stockholders and related accrued interest to additional paid-in capital		-			-			136,183
Conversion of loans payable - related party to additional paid-in capital		-			-			7,500

	$	94		$	-		$	146,027

See Notes to Consolidated Financial Statements

AVRA SURGICAL ROBOTICS, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2013

NOTE 1 - ORGANIZATION AND BUSINESS:

AVRA Surgical Robotics, Inc. ("AVRA Robotics" or the "Company"), including its 80% owned subsidiary MIS-Robotics GmbH (“MIS”), is a Development Stage Company. As of September 30, 2013, the Company has not generated any revenues from the development of its products and is therefore still considered to be a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915 “Development Stage Entities”. The Company is devoting substantially all of its present efforts to the design and development of commercially viable surgical robotic systems. All losses accumulated since incorporation on August 29, 2006 have been considered as part of the Company's development stage activities.

NOTE 2 - BASIS FOR PRESENTATION FOR INTERIM FINANCIAL STATEMENT:

The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim period presented have been included. All such adjustments are of a normal recurring nature. This financial information should be read in conjunction with the Financial Statements and notes thereon included in the Company’s Form 10-K for the fiscal year ended December 31, 2012.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation:

The consolidated financial statements include the accounts of AVRA Surgical Robotics, Inc. and its 80% owned subsidiary MIS. All intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loss per Common Share:

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. As of September 30, 2013, common stock equivalents consisted of warrants convertible into 1,162,500 shares of common stock. As of September 30, 2012, there were no potentially dilutive instruments.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Patents:

Patents are stated at cost and depreciated on a straight line basis over the estimated lives of the respective assets. The useful lives for patents are estimated to be twenty years from the filing date.

Research and Development Costs:

Costs related to research, design and development of products are charged to research and development expense as incurred. The costs include direct salary costs for research and development personnel, costs for materials used in research and development activities and costs for outside services.

Software Development Costs:

Software development costs are included in research and development and are expensed as incurred. After technological feasibility is established, material software development costs are capitalized. The capitalized costs are then amortized on a straight-line basis over the estimated product life, or on the ratio of current revenue to total projected product revenue, whichever is greater. To date, the period between achieving technological feasibility, which the Company has defined as the establishment of a working model, which typically occurs when the verification and validation testing is complete, and the general availability of such software has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any software development costs to date.

Stock Compensation Expense:

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Accounting Standards Codification ("ASC") Topic 505, “ Equity ”. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. See Note 8.

Concentration of Credit Risk:

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash is held in demand accounts at large financial institutions (of which $119,897 was held in a German bank). On occasion, deposits are in excess of insured limits. The Company has not experienced any historical losses on its deposits of cash and cash equivalents.

Recent Accounting Pronouncements:

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02), to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 is effective for the Company in its first quarter of fiscal 2014 with earlier adoption permitted, which should be applied prospectively. The Company does not expect that adoption of this guidance during fiscal 2014 will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 4 - GOING CONCERN:

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity and has incurred a cumulative net loss from inception of $11,410,739 and has a stockholders’ deficiency of $4,121,534 which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from the sale of stock, receive additional loans from its affiliate, and ultimately, income from operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 5 - COMMON STOCK:

The Company is authorized to issue 100,000,000 shares of common stock. On August 29, 2006 the Company sold 2,500,000 shares of common stock to two investors for $250, which was paid on August 31, 2006.

On January 31, 2013, the Company sold to three investors, including the Company’s then President, 350,000 shares of common stock at par and issued warrants for 100,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2016 to two of the investors and a warrant to purchase 400,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2015 to the Company’s then President.

On February 12, 2013, the Company filed a Registration Statement with the SEC providing for the registration of up to $17,000,000 (net of $15,150,000 after expenses) of common stock to be offered to public stockholders. The filing can be referenced at www.sec.gov. The number of shares to be issued is at present undetermined. The proceeds from the offering are expected to be used for research and development of the Company’s surgical robotic system as well as general and administrative expenses.

On February 20, 2013, the Company sold 633,597 shares of common stock to eleven investors for $950,400.

On March 12, 2013, the Company sold 117,371 shares of common stock to an investor for $250,000.

NOTE 5 – COMMON STOCK (CONTINUED):

On March 25, 2013, the Company sold (i) 234,742 shares of common stock to an investor for $500,000; (ii) 16,666 shares to an investor for $25,000; and (iii) 590,500 shares of common stock to three investors at par and a warrant to purchase 400,000 shares of common stock, exercisable at an exercise price of $5.00 per share expiring on December 31, 2015 to one of the investors.

On May 15, 2013, the Company sold 93,897 shares of common stock to an investor for $200,000.

On July 3, 2013, the Company issued 42,500 shares of common stock for consulting services to be provided through December 31, 2014. As a result of this transaction, the Company recognized stock based compensation of $90,525.

On August 16, 2013, the Company sold 35,000 shares of common stock to an investor for $74,550.

On September 4, 2013, the Company sold 46,949 shares of common stock to an investor for $100,000 and 7,043 shares to an investor for $15,000.

On September 30, 2013, the Company sold 9,390 shares of common stock to an investor for $20,000.

On October 23, 2013, the Company sold 4,695 shares of common stock to an investor for $10,000.

On November 11, 2013, the company sold 8,451 shares of common stock to an investor for $18,000, and 3,099 shares to an investor for $6,600 and 2,348 shares to an investor for $5,000.

NOTE 6 - PREFERRED STOCK:

The Company is authorized to issue 10,000,000 shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company.

NOTE 7 - WARRANTS:

Warrant activity is as follows:

	Warrants outstanding		Weighted average exercise price		Weighted average remaining life

Balance, January 1, 2013		50,000	$	5.00		3.97
Granted		1,112,500		4.84		2.45
Exercised		-		-		-
Cancelled		-		-		-
Balance, September 30, 2013 (fully vested)		1,162,500	$	4.85		2.49

On January 31, 2013, the Company issued warrants for 100,000 shares of common stock with an exercise price of $5.00 per share and expiring on December 31, 2016 and a warrant for 400,000 shares of common stock with an exercise price of $5.00 per share, expiring on December 31, 2015. As a result of these transactions, the company recognized stock based compensation of $70,742 based on the Black Scholes option pricing model. See Note 8.

On March 25, 2013, the Company issued a warrant for 400,000 shares of common stock with an exercise price of $5.00 per share, expiring on December 19, 2015. As a result of this transaction, the company recognized stock based compensation of $114,873 based on the Black Scholes option pricing model. See Note 8.

On July 3, 2013, the Company issued a warrant for 150,000 shares of common stock with an exercise price of $5.00 per share, expiring on December 31, 2015, for consulting services to be provided through December 31, 2014. As a result of this transaction, the company recognized stock based compensation of $37,994 based on the Black Scholes option pricing model. See Note 8.

On July 26, 2013, the Company issued a warrant for consulting services for 62,500 shares of common stock with an exercise price of $2.13 per share expiring on December 31, 2017. As a result of this transaction, the Company recognized stock based compensation of $61,768 based on the Black Scholes option pricing model. See Note 8.

NOTE 8 - STOCK BASED COMPENSATION:

The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The estimated grant date fair values of the employee stock options for the periods presented were calculated using the Black-Scholes valuation model, based on the following assumptions:

	Nine months ended September 30,
	2013
Expected volatility		54% - 68%
Risk free interest rate		0.4%-0.6%
Expected term (in years)		3 - 4
Expected dividend rate		0%

During the nine months ended September 30, 2013 and 2012, stock-based compensation expense, reported as General and Administrative Expense, was $375,902 and $0 respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS:

Agreement with Affiliated Company:

On October 22, 2012, MIS entered into a joint development and manufacturing agreement (the "Agreement") with RG Mechatronics GmbH (“RGM”) whereby RGM would provide to MIS all engineering services necessary to develop and manufacture robotic components and systems for medical applications, (collectively, the "Products"). The Company's former (as of March 1, 2013) CSTO is an officer and employee of RGM. The Agreement further provides that MIS will own all rights to intellectual property arising from RGM's performance under the Agreement, subject to RGM's nonexclusive, nontransferable, right in any area other than for medical purposes to exploit the intellectual property.

The term of the Agreement is the longer of (i) two years from October 22, 2012 or (ii) for each Product development which commences within two years from October 22, 2012, upon completion of the Product.

As part of the Agreement, MIS and RGM established a joint development committee ("JDC") with a representative from each party. On October 23, 2012, the JDC met and agreed to (i) performance and design specifications of the Products, (ii) the budget for development of the Products, and (iii) the timeline for developing the Products.

NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED):

Accounts payable includes $1,352,387 due to RGM under the Agreement. These amounts together with prior payments are disputed. For the nine months ended September 30, 2013, the Company incurred $1,512,746 of research and development expenses with RGM, all of which has been charged to operations.

On April 8, 2013, the Company, through MIS, notified RGM of its intention to terminate the Agreement, subject to certain legal formalities. On the same date, RGM provided the Company, through MIS, a notice of immediate termination of the Agreement for cause.

The Company has decided that its future is better served by discontinuing product development through MIS and is in active negotiations to sell all or part of its interest in MIS. As a result of that decision, the Company is in negotiations with existing organizations with experience in designing and manufacturing medical robotic systems to continue development of its products.

As a result of the actions described above to terminate the Agreement between MIS and RGM, MIS applied on or about September 1, 2013 for administration by a German Insolvency Court. The affairs of MIS are being administered by an administrative representative of the Insolvency Court. In a report dated October 7, 2013, the Administrator made preliminary rulings on various claims and counterclaims. Certain claims asserted against MIS and approved by the administrator have been provided for in the financial statements at September 30, 2013. No adjustments have been made to the September 30, 2013 financial statements for possible reduction in the carrying value of MIS’ assets or liabilities

Loans Due to Affiliated Entities:

Loan payable - affiliate ($1,064,249) and loan payable - stockholder ($34,738) represent amounts due to AVRA Surgical, Inc., and Granite Investor Group, Inc. respectively, each company majority owned by two of the Company’s officers and directors. The amounts represent advances to the Company to fund initial research and development expenses incurred under the Agreement between MIS and RGM. These amounts are unsecured, non-interest bearing and have no stipulated repayment terms.

One of the Company’s directors is also a partner of the legal firm used for much of the Company’s legal services. For the nine months ended September 30, 2013 and 2012, legal fees incurred with the firm totaled $456,500 and $0, respectively. As of September 30, 2013, such fees have not been paid and are reflected on the consolidated balance sheet as accounts payable.

Employment Agreements:

The Company entered into separate individual employment agreements with the CEO and CSTO, each with a term of five (5) years ending on August 1, 2017 and an annual base salary of approximately $390,000. In addition, the Company will pay pension and other benefits as well as reimbursement of business expenses.

Effective February 8, 2013 the CEO resigned from his position and was appointed Senior Vice President for Marketing with his employment agreement remaining otherwise in full force and effect and a new CEO was appointed. On March 1, 2013, the CSTO terminated his employment agreement with the Company and resigned as an officer. On March 29, 2013, the CEO was appointed President of the Company in addition to his CEO role. On April 19, 2013, the Company served a complaint in a case filed in New York State court against its former CSTO. The complaint alleges that the former CSTO breached his duty of loyalty to the Company by attempting to misappropriate its business and business opportunities and seeks monetary damages, interest and costs from him.

On May 6, 2013, at a shareholders’ meeting of MIS, 90% of the shares voted to remove the former CSTO as a Managing Director of MIS. On May 17, 2013, the former CSTO filed a suit in Munich, Germany against MIS, claiming that the 90% vote of shareholders to remove him as a Managing Director was not effective.

NOTE 10 - LEASE COMMITMENT:

MIS leases its office premises in Seefeld, Germany from a company owned by the former CSTO under a three-year agreement commencing August 1, 2012 at a monthly rate of approximately $3,000, plus 19% V.A.T. The Company is liable for maintenance, insurance and taxes. The lease may be extended for one year. Rent expense for the nine months ended September 30, 2013 and 2012 was approximately $30,000 and $7,000, respectively. The lease was terminated on August 30, 2013.

The Company occupies its New York Offices, without cost, from the law firm of which the Secretary and Treasurer is a partner. The Company estimates the value to be immaterial.

NOTE 11 - INCOME TAXES:

At September 30, 2013, the Company had available approximately $6,530,000 of net operating loss carry-forwards for U.S. income tax purposes which expire through 2032. In addition, MIS has German net operating loss carry forwards of approximately $4,880,000, with no expiration date.

The Company’s deferred tax assets at September 30, 2013 and 2012, based on net operating loss carry forwards, are approximately $3,880,000 and $660,000, respectively, with a valuation allowance in the same amount.

NOTE 11 - INCOME TAXES (CONTINUED):

Actual income tax/(benefit) differs from the expected tax /(benefit) computed by applying the U.S federal corporate rate of 34% to income/(loss) before income taxes as follows:

	For the nine months ended
	September30,
	2013			2012

Computed expected tax benefit	$	(1,405,000	)	$	(599,000	)
Change in valuation allowance		1,405,000			599,000
	$	-0-		$	-0-

Due to the uncertainty of their realization, no income tax benefit has been recorded by the Company for these net operating loss carry forwards as valuation allowances have been established for any such benefits. The increase in the valuation allowance was the result of increases in the net operating losses discussed above. Therefore, the Company’s provision for income taxes is $0 for the nine months ended September 30, 2013 and 2012.

At September 30, 2013 and 2012, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At September 30, 2013 and 2012, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. The 2009 through 2012 tax years generally remain subject to examination by federal and state tax authorities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of AVRA Surgical Robotics, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Overview

We are a development stage company and have not earned any revenues from operations to date. It is unlikely that we will have any revenues unless and until our products are ready for commercial manufacturing and have received regulatory approval in the markets where they will be sold. Since August 29, 2006 (inception), the Company has relied primarily on sales of its securities to fund our operations. The Company has never been profitable and cannot be assured that it will be profitable in the future. From inception through September 30, 2013, the loss from operations totaled $11,410,739 and the loss for the nine months ended September 30, 2013 totaled $4,108,452.

We intend to market the AVRA medical robotic system for surgery and other medical procedures (ASRS), which will perform minimally invasive surgical procedures. Based on the circumstances noted in the Company’s previous filings, we have discontinued product development through our currently 80% owned subsidiary, MIS-Robotics GmbH, a German corporation (“MIS-Robotics”) and we are in active negotiations to sell all or part of our interest therein. As a result of that decision, we are negotiating to continue development of ASRS products with organizations experienced in designing and manufacturing medical robotics with the intention of delivering an operating ASRS component to a medical center for testing in the near future. There are no assurances that we will be able to consummate a relationship with engineering organizations. If negotiations are not successful, and the Company is not able to finalize a relationship to continue the development of the ASRS products, we may not be able to achieve the objectives of our business plan as expected and may have to cease operations. If we are not able to develop our products, our shares of common stock may become worthless and you might lose your entire investment.

While our system is expected to be procedurally competitive with broad multi-application systems, we will focus on defined procedures in orthopedics, neurosurgery, diagnosis (ultrasound, biopsy, skin scanning), therapy and medical activities, such as seeding, cryo-therapy and High Intensity Focused Ultrasound, many of which may be performed with a single robotic arm, a use our proposed modular configuration is expected to be tailored to, with its design, size and cost comparing favorably to existing systems. We believe that elements of our products will qualify for patent protection and we will file patent applications in jurisdictions in which we intend to distribute as development of our products proceeds.

The Company expects to require substantial funds for research and development for the ASRS. The Company plans to meet our operating cash flow requirements by raising additional funds from the sale of our securities and, whenever possible, by entering into development partnerships to assist us with our technology development activities. We may also consider selling certain assets or entering into a transaction such as a merger with a business complimentary to ours.

During the nine months ended September 30, 2013, the Company raised $2,134,950 through the issuance of common stock. While we have been successful in raising funds to fund our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, if the efforts noted above are not successful, it would raise substantial doubt about the Company’s ability to continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current stockholders.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

Liquidity and Capital Resources

As of September 30, 2013, the Company had $220,636 in cash and a stockholders’ deficiency of $4,121,534. This compares with $553,910 cash and a stockholders’ deficiency of $465.069 as of September 30, 2012. The Company had liabilities that totaled $4,975,171 as of September 30, 2013, comprised of $3,876,184 in accounts payable and accrued expenses and $1,098,987 in loans payable to affiliate and stockholder. This compares to the Company’s total liabilities of $1,908,708 as of September 30, 2012, comprised of accounts payable and accrued expenses and loan payable to affiliates and stockholder. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The Company raised $2,134,950 in equity capital during the nine months ended September 30, 2013. The Company is dependent on its ability to raise equity capital. On February 12, 2013, the Company filed a Registration Statement on Form S-1, as amended by a pre-effective amendment filed with the SEC on July 26, 2013 (the “Registration Statement”) with the SEC to register shares in order to raise up to $17,000,000 (net of $15,150,000 after expenses). There is no guarantee that the proposed sale of shares under the Registration Statement will be successful and if not successful, the Company will need to seek other avenues for the necessary capital to continue its development program.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2013 and 2012 and for the period from August 29, 2006 (Inception) through September 30, 2013:

	Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012			For the Cumulative Period from August 29, 2006 (Inception) to September 30, 2013

Net Cash (Used in) Operating Activities	$	(1,769,824	)	$	(2,124,917	)	$	(4,340,529	)
Net Cash (Used in) Investing Activities	$	(82,648	)		(93,999	)	$	(434,852	)
Net Cash Provided by Financing Activities	$	1,711,419		$	2,772,972		$	5,101,247
Effect of Exchange Rate Changes on Cash	$	(44,876	)		(146	)	$	(105,230	)
Net Increase (Decrease) in Cash	$	(185,929	)		553,910		$	220,636

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations. In addition, the Company is dependent upon obtaining additional funding and capital resources through equity financings and from certain related parties. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

Nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012

We have not conducted any active operations since inception except hiring our initial employees, entering into the Development Agreement and commencing its implementation through our 80% owned subsidiary MIS including building prototypes and manufacturing key components. We have generated no revenue since inception on August 29, 2006. It is unlikely we will generate any revenue until our products are developed and have been approved for sale. The Company’s plan of operation for the next twelve months shall be to continue its efforts to design, develop and manufacture surgical robotic systems.

For the nine months ended September 30, 2013, we had a net loss of $4,108,452 consisting of research and development expenses of $1,512,746 and general and administrative expenses of $2,595,706 which includes stock based compensation, legal expenses for (1) formation of the Company (2) work on the Registration Statement,(3) legal representation regarding the RGM, MIS, and Gombert matters, and (4) public reporting assistance, along with various other travel and occupancy items.

For the nine months ended September 30, 2012, we had a net loss of $1,762,958, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of our periodic reports and general, administrative, and interest expenses.

For the cumulative period from August 29, 2006 (Inception) to September 30, 2013, we had a net loss of $11,410,739 comprised of research and development expenses, legal, accounting, audit, and other professional service fees incurred in relation to the formation of the Company, the filing of our Registration Statement on Form 10-SB in November 2006 and the Registration Statement, the preparation and filing of our periodic reports, and general, administrative, and interest expenses.

Critical Accounting Policies

For a summary of our critical accounting policies, please see Note 3 to our financial statements, which are included in this report.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, please see Note 3 to our financial statements, which are included in this report.

Off-Balance Sheet Arrangements

As of November 14, 2013, we did not have any off-balance sheet arrangements.

Trends, Events and Uncertainties

The following trends, events and uncertainties may have a material impact on our potential sales, revenue and income from operations:

	1)	completion of our surgical robotic products ready for manufacturing;
	2)	regulatory approval of our products in the markets where we desire to sell them;
	3)	market acceptance of our products by surgeons and patients in the markets where we desire to sell them;
	4)	our ability to efficiently manufacture, market and distribute our products;
	5)	our ability to sell our products at competitive prices which are profitable;
	6)	the willingness of surgeons to learn to use our products;
	7)	the willingness of insurers and national health plans to reimburse patients for robotic surgeries at prices which are profitable; and
	8)	the successful negotiation of a research and development agreement.

To the extent we are unable to succeed in accomplishing (1) through (8), our sales could be lower than expected and our ability to generate income from operations impaired.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Principal Financial Officer and Secretary, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s management including the Chief Executive Officer, Principal Financial Officer and Secretary, concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Evaluation of Internal Controls and Procedures

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed 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.

Our internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and sole director; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting – Guidance for Smaller Public Companies . Based on our assessment of those criteria, management believes that the Company maintained effective internal control over financial reporting as of September 30, 2013.

This quarterly report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permits us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended September 30, 2013, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

On April 19, 2013, the Company served a complaint in a case filed in New York state court against Mr. Bernd Gombert, its former Chief Scientist and Technical Officer and Executive Vice President. The complaint alleges that Mr. Gombert breached his duty of loyalty to the Company by attempting to misappropriate its business and business opportunities and seeks monetary damages, interest and costs. On May 17, 2013, Mr. Gombert filed a suit in Munich, Germany against the Company’s subsidiary MIS-Robotics, claiming that the 90% vote of shareholders to remove Mr. Gombert as a Managing Director was not effective. There has been no significant activity with either of these events.

MIS applied for administration by a German Insolvency Court on about September 1, 2013. The affairs of MIS are being administered by an administrator appointed by the Court.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 3, 2013, the Company issued an aggregate of 42,500 shares of common stock and issued a warrant for 150,000 shares of common stock with an exercise price of $5.00 per share, expiring on December 31, 2015 (the “Warrant”), to an accredited investor at a price per share equal to $2.13 in consideration of services to the Company pursuant to the terms and conditions of that certain Letter Agreement, dated June 26, 2013

On July 26, 2013, the Company issued a warrant to purchase up to 62,500 shares of common stock with an exercise price of $2.13 per share and expiring on December 31, 2017 (the “July Warrant”) to an employee in consideration of services provided to the company as Internet Communications Manager pursuant to the terms and conditions of that certain warrant purchase agreement, dated July 26, 2013.

On August 16, 2013, the Company issued and sold an aggregate of 35,000 shares of common stock to an accredited investor at a price per share equal to $2.13 for aggregate gross proceeds of $74,550 pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Form Purchase Agreement”).

On September 4, 2013, the Company issued and sold an aggregate of 53,992 shares of common stock to two accredited investors at a price per share equal to $2.13 for aggregate gross proceeds of $115,000 pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Form Purchase Agreement”).

On September 30, 2013, the Company issued and sold an aggregate of 9,390 shares of common stock to an accredited investor at a price per share equal to $2.13 for aggregate gross proceeds of $20,000 pursuant to the terms and conditions of that certain Securities Purchase Agreement 2013 (the “Form Purchase Agreement”).

On October 23 2013, the Company issued and sold an aggregate of 4,695 shares of common stock to an accredited investor at a price per share equal to $2.13 for aggregate gross proceeds of $10,000 pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Form Purchase Agreement”).

On November 11, 2013, the Company issued and sold an aggregate of 13,898 shares of common stock to three accredited investors at a price per share equal to $2.13 for aggregate gross proceeds of $29,600 pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Form Purchase Agreement”).

No brokers or finders were used and no commissions or other fees have been paid by the Company in connection with the sale of securities described above. The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and the rules promulgated thereunder. Each of the above-referenced investors represented to us, as applicable, in connection with their investment that they were acquiring the shares for investment and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sales of the foregoing securities were made without any form of general solicitation or advertising and all of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On July 3, 2013, the Company issued an aggregate of 42,500 shares of common stock to an accredited investor at a price per share equal to $2.13 in consideration of services to the company pursuant to the terms and conditions of that certain Letter Agreement, dated May 31, 2013 (the “Letter Agreements).

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description	Incorporation by Reference
		Form	Exhibit	Filing Date

3.1	Certificate of Ownership and Merger filed with the Office of Secretary of State of Delaware on August 3, 2012	8-K	3.1	08/07/2011

3.2	Certificate of Incorporation	10-SB		11/22/2006

3.3	Bylaws	10-SB		11/22/2006

10.1	Form Purchase Agreement*

31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012

31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012

32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.1	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

101.INS	XBRL INSTANCE DOCUMENT

101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

101.CAL	XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT

101.DEF	XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT

101.LAB	XBRL TAXONOMY LABEL LINKBASE DOCUMENT

101.PRE	XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

* Filed herewith.

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.

	AVRA SURGICAL ROBOTICS, INC.

Dated: November 14, 2013	By:	/s/ Barry F. Cohen
		Barry F. Cohen
		Chief Executive Officer, President and Director Principal Executive Officer

Dated: November 14, 2013	By:	/s/ A. Christian Schauer
		A. Christian Schauer Chief Financial Officer Principal Financial Officer

AVRA Surgical Robotics, Inc. 10-Q