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
D ate of Report (Date of earliest event reported): December 28, 2010 (December 22, 2010)
ADVANCED VOICE RECOGNITION SYSTEMS, INC. |
(Exact name of registrant as specified in its charter)
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(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 22, 2010, Advanced Voice Recognition Systems, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreements”) with a private investor. Pursuant to the Stock Purchase Agreements, the Company will sell 2,500,000 shares of common stock at a purchase price of $0.08 per share for $200,000. The purchase price for the shares will be paid by the investor in installments on or before the due dates listed as follows:
Number of Shares | Payment Amount | Due Date |
625,000 | $50,000 | January 7, 2011 |
625,000 | 50,000 | February 4, 2011 |
1,250,000 | 100,000 | March 4, 2011 |
The Co mpany 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 unde r 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: December 28, 2010 | 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
