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): January 23, 2018 (January 21, 2018)
ADVANCED VOICE RECOGNITION SYSTEMS, INC. |
(Exact name of registrant as specified in its charter)
Nevada | 000-52390 | 98-0511932 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
7659 E. Wood Drive, Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 704-4183
__________N/A__________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
The information provided in Item 3.02 below is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
On January 21, 2018, Advanced Voice Recognition Systems, Inc. (the Company) entered into a Stock Purchase Agreements (the Stock Purchase Agreement) with one private investor. Pursuant to the Stock Purchase Agreement, on January 21, 2018, the Company sold an aggregate of 2,300,000 shares of common stock at a purchase price of $0.002 per share for a total of $4,600.
The Company paid no underwriting discounts or commissions. A copy of the form of stock purchase agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
These issuances are granted based on exemptions from registration under the Securities Act of 1933, as amended (the Securities Act), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) the Investors are accredited investors as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investors were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investors will receive restricted securities.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Document
10.1 Form of Stock Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ADVANCED VOICE RECOGNITION SYSTEMS, INC. | |
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Dated: January 23, 2018 | By: | /s/ Walter Geldenhuys |
| Name: Walter Geldenhuys | |
| Title: President, Chief Executive Officer & Chief Financial Officer |
Exhibit No. Document
10.1 Form of Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the Agreement) is made as of the 21st day of January 2018, by and between Advanced Voice Recognition Systems, Inc., a Nevada corporation (AVRS) and the Purchaser. Advanced Voice Recognition Systems, Inc. and the Purchaser are collectively referred to as the Parties.
In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
IN WITNESS WHEREOF, AVRS and the Purchaser have executed this Agreement as of the date first written above.
AVRS:
ADVANCED VOICE RECOGNITION SYSTEMS, INC.,
a Nevada corporation
By:
Name: Walter Geldenhuys
Title: President, CEO and CFO
Address:
Advanced Voice Recognition Systems, Inc
7659 E. Wood Drive
Scottsdale, Arizona 85260
Facsimile: (480) 626-5378
PURCHASER:
By:
Name:
Title: ______________________________
Address: