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ADVANCED VOICE RECOGNITION SYSTEMS, INC FILES (8-K) Disclosing Unregistered Sale of Equity Securities

February 20, 2014



Item 3.02. Unregistered Sales of Equity Securities

On February 17, 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 February 17, 2014, the Company sold an aggregate of 600,000 shares of common stock at a purchase price of $0.011 per share for a total of $6,600.

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."


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Source: Edgar Glimpses


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