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 14, 2009 (December 8, 2009)
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 3.02 Unregistered Sales of Equity Securities
On December 8, 2009, Advanced Voice Recognition Systems, Inc., a Nevada corporation (the “Company”), issued to OTC Navigation, (“OTC Navigation”), 350,000 restricted shares of the Company’s common stock, par value $.001 per share, in exchange for OTC Navigation’s agreement to render public relations and communication services for a period of three months effective January 2010.
These issuance was 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) OTC Navigation is an accredited investor; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Grantees 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) OTC Navigation received “restricted securities.&# 148;
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: December 14, 2009 | By: | /s/ Walter Geldenhuys |
| Name: Walter Geldenhuys | |
| Title: President, Chief Executive Officer & Chief Financial Officer | |