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EX-10 - STOCK PURCHASE AGREEMENT - Advanced Voice Recognition Systems, Inca12102014_10x1.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):  December 10, 2014 (December 5, 2014)

 

 

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

000-52390

98-0511932

(State or other jurisdiction
of incorporation)

(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 December 5, 2014, 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 December 5, 2014, the Company sold an aggregate of 667,000 shares of common stock at a purchase price of $0.006 per share for a total of $4,000. 

 

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.

 

 

 

 

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.


 


 


 

 

Dated: December 10, 2014

By:  

 /s/ Walter Geldenhuys

 


Name: Walter Geldenhuys

 

Title: President, Chief Executive Officer & Chief Financial Officer

 


EXHIBIT INDEX

 

Exhibit No.      Document                                           

10.1                 Form of Stock Purchase Agreement